


Present, Past and Future Hunt Me

by Namesake



Category: Supergirl (TV 2015)
Genre: Action/Adventure, Angst, Brainy is not working for Lex Luthor, Buckle in folks this is going to be a ride, Canon Divergent, Emotional Hurt/Comfort, Emotional/Psychological Abuse, F/F, F/M, Hurt/Comfort, Mind Control, Nia and Brainy are still together, post 5x10
Language: English
Status: In-Progress
Published: 2020-03-08
Updated: 2021-01-25
Packaged: 2021-02-28 19:35:31
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 13
Words: 125,141
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23072575
Author URL: https://archiveofourown.org/users/Namesake/pseuds/Namesake
Summary: When a probe from none other than Brainy’s most feared ancestor, Brainiac, arrives on Earth, there is precious time to find a way of stopping him before he can come to collect.As Brainiac draws closer to Earth, it becomes abundantly clear that the DEO is being sabotaged from the inside. With the Super Friends' assistance, Brainy works tirelessly to defeat his evil ancestor, but without his inhibitors, unanticipated complications arise.The countdown has started.Can anyone be trusted?
Relationships: Alex Danvers/Kelly Olsen, Kara Danvers & Lena Luthor, Kara Danvers & Querl Dox, Querl Dox & Lena Luthor, Querl Dox/Nia Nal
Comments: 40
Kudos: 98





	1. Chapter 1

**Author's Note:**

> And so, the project begins!
> 
> This is a hefty story and for that reason, as of the moment I cannot give any guarantees on weekly updates. 
> 
> As the tags suggest, this story takes place after 5x10 and is heavily focused on the affect removing his inhibitors has had on Brainy, both mentally and physically. This story is going in a completely different direction from the end of 5x10, however. This is essentially a universe where Brainy and Nia remain together and Brainy is not told to work with Lex Luthor for the safety of the future. Instead, we have a different threat in the form of Brainiac. 
> 
> This story has in part been influenced by the show Krypton, however it is not in the slightest bit necessary to have seen the show to understand (or enjoy, I hope) this fic. There'll be a lot of interactions I'm hoping to put in here for multiple characters; this story focuses romantically on Brainia and a little Dansen too, but I do hope to focus on some platonic relationships as well that I feel could have been taken in a more positive direction in terms of the show. 
> 
> Anyway, enough of all that! I hope you'll enjoy this story and if you have a moment, please let me know what you think in the comments! I swear I don't bite!

Brainy had feared many outcomes when he had first taken off his personality inhibitors. Years with them as his guide, modulating his behaviour, limiting his connection to the Big Brain and his ancestral archive had left him feeling open to the world in a way he scarcely remembered.

Emotions were that much rawer now, grating on his senses, attacking him at odd intervals with little to no warning. Everything felt brighter, more stimulating, and although it had been daunting at first, Brainy soon began to realise that the world was clearer for it. He could make connections that simply hadn’t been apparent before, allowing him an unimpeded success rate for his work at the DEO.

He felt more confident in himself, relaxed in his own skin, skin that now glowed with the emerald vibrancy of his species. Hair that now reflected his family’s genetics instead of the colourless tone the inhibitors presented, as though they had sucked the very pigment from his body.

All of that, Brainy was glad for, but perhaps on a more personal level the lack of his inhibitors had allowed him to become more open with Nia, at least in part. There was still a terrible amount of information he had yet to impart on her, some for fear of the future, some simply because he was not proud of his actions. But, with time, he was confident he could change that.

For the moment, he was content to spend his time with Nia in any way that he could. The DEO had been incredibly busy since the multiverse’s destruction and Brainy had found that he had less and less time for domestic endeavours as simple as _date night._

To save from something flashy that could have been taken from them with a phone call’s notice, Nia had elected on something easy. Take out and a movie, which had been an excellent idea, although exactly ten and a half minutes into the movie Brainy had realised Nia’s intentions had been quite different from the implications of the night’s suggested activities.

Brainy was certain he could pinpoint the exact moment Nia had ended up in his lap, her lips hungry against his, hands threaded through his blond hair. There was no need for the inducer at home and Nia had been trying more and more to encourage him not to use it when it wasn’t deemed a necessity, especially after all that he had gone through to restore himself to his natural form. Brainy was happy to reciprocate, his fingers running along Nia's back, digging into her shoulder blades. She sighed against his lips, relaxing further into him.

Her warmth and closeness sent Brainy’s nerves on edge, causing a tingling heat to scatter through his body. He was still getting used to the feeling of, well, _feeling_ at an uninhibited capacity. Though he would have likely been none the wiser had he remained inhibited, knowing the difference now felt drastic. Butterflies swarmed in his stomach as he felt Nia’s hands explore the back of his neck, short pricks of her nails that sent pleasant jolts down his spine. Every touch felt like electricity in his blood, arcing through his body. Brainy ran one hand back towards Nia’s face, cupping her chin as he deepened the kiss.

Indeed, it was moments like these that Brainy fell into complete synchronisation with his uninhibited self. Endorphins rushed through his system, complimenting his emotions, enhancing his experiences. In truth, he never wanted a moment like this to end.

Which was of course why Brainy’s phone chose that exact moment to ring.

Nia broke from the kiss reluctantly, pressing her face against Brainy’s chest. “No!” she groaned. “Don’t answer it.”

“I don’t particularly want to,” Brainy admitted, smiling when Nia squeezed his shoulder. “However…”

“It’s probably just Kara. _Again._ ” Nia’s voice was partially muffled due to the fact that she was still talking directly into Brainy’s shirt. “I get it. She wants numbers for game night, but how clearer do we have to be? Tonight’s _date night._ ” She lifted her head, smiling coyly. “Is it selfish that I want you to myself?”

Brainy’s chest flooded with warmth. He reached for Nia’s face, running his thumb along her cheek. Her eyes flashed with a mischievous smile. “If it is, then I am selfish as well,” Brainy said, pressing a gentle kiss to her lips.

Nia sank into the kiss almost immediately, but before they could continue, Brainy’s phone buzzed with an awaiting text. Nia paused, and Brainy felt her sigh tumble against his throat.

Nia groaned, flopping dramatically against the sofa so that she could tuck her face into the closest pillow. “If it’s Kara, tell her we’re _still busy!_ ”

Brainy frowned. He reached for his phone on the coffee table, pressing his fingers against it. There were certain benefits to being techno-organic - one-such that he could connect to devices like tablets or phones and gain information from them instantaneously. Behind closed lids, the information glared like a screen inside of his mind. A quick scan of missed calls and unread texts showed that they were not from Kara at all.

“It’s Alex,” Brainy said, opening his eyes. “There’s a problem at the DEO. An unidentified object has crashed on the outskirts of the city.”

“A UFO?” Nia immediately perked up, tugging the pillow from her face. She stared at him eagerly. “Okay, so maybe without the _F_ part. Oh, unless, _was_ it flying?”

DEO information could not be accessed on an open network such as the one his phone ran on and so Brainy only had recent social media posts to go on. A quick scan of _Twitter_ showed no reliable results. “Unclear,” he said, making to stand. “Either way, I must go.” He grimaced as an afterthought. “I’m sorry. I don’t want for us to cut date night short.”

Indeed, it was the last thing he wanted. After everything that had happened, he didn’t want to disappoint Nia, even more-so because they had fought so hard to have this time together in the first place.

Nia offered him an encouraging smile. “It’s fine.” She mimed a _shooing_ gesture. “Go and be an agent. If it _is_ a UFO, though, I wanna know what kind.” She shot up from the sofa, grabbing Brainy’s hands. “Also, photos, which I _promise_ I won’t use for an article unless given the DEO’s strict permission.” She made a face, listing to the side. “Honestly? I mostly want them for my scrapbook.”

Brainy couldn’t help but grin at that. “I will do my best.” He squeezed her hands, lowering his gaze. “Thank you.”

“Nothing to thank me for, it’s your job, we’ll just have to reschedule date night.” She winked. “If you aren’t home by one, any leftovers will not be there because they _will_ be my midnight snack.” She kissed him quickly on the cheek. “Sorry not sorry.”

* * *

Alex had given the call to Brainy a little later than the rest of her personnel. It gave them the time to collect data, secure a parameter around the unknown object and, ultimately, it gave Brainy more time to get down to the site.

Besides, with his Legion ring, Alex didn’t need to wait for long. Not five minutes after Brainy had texted to notify her that he was on his way, he was touching down just south of the crater. Alex walked over to meet him, touching his shoulder in means of greeting.

“Agent Dox, I’m glad you could make it,” she said. She winced, lowering her voice. “I’m really sorry for the short notice, I know you had date night with Nia.”

“It’s fine,” Brainy said, offering her a small smile. “We can reschedule.”

Something about the look in his eyes told her that he may have gotten quite a bit out of his date night regardless. She bit the inside of her cheek to keep from smiling, knocking his shoulder playfully. “In any case, now you’re here, I’d really like for you to take a look at this thing.”

Brainy kept an easy stride at her side, and despite everything that had changed, the way their movements synced up still came so naturally. Selfishly, Alex had been worried that after Brainy had taken off his personality inhibitors, maybe little things like that might have changed for him. She needn’t have worried; Brainy was still Brainy, just… _more._ He seemed less tightly wound, far more comfortable in his own skin and incredibly more adept at connecting to his surroundings. He still spun himself out at times, and his emotions had been known to fluctuate, changing at the drop of a hat, but he was still getting used to himself. Kelly had even offered her help to Brainy if he needed it, and though he had taken some of her advice on board, so far he was managing with Nia and the rest of the Super Friends' support. It was a slow battle, but Alex was glad to have her friend restored to his full unabashed self.

“What information do we have on the object?” Brainy asked, folding his arms across his chest.

“Honestly?” Alex asked. “Nothing yet. Nothing in our data banks matches the object’s profile. I was hoping something stored in the Legion archive might help.”

Brainy tapped his head thoughtfully. “Yes, the Legion archive.” He rolled his eyes. “The universe is incredibly vast, Alex, not even we touched upon everything. Although, I suppose it is a broader reach than what you had to start with.”

“I’ll honestly take anything at this point,” Alex admitted. “I already know we’re in for a long night.” She didn’t miss the grimace that crossed Brainy’s lips. “Sorry. Again.”

They came to a halt by the edge of the crater. The DEO had taken the liberty of taping up the area, although the object had fallen far out of reach of the city. There wasn’t a town for several miles in either direction and the road, if a dirt path could even be _called_ a road, hung back by some distance.

The crater was a decent size; Alex had seen larger whilst working for the DEO, but for the size of the object in question, this one was pretty big. The crater was about the size and depth of an industrial above-ground swimming pool. Debris still trickled every now and then from its edges, causing scattered noises that sent Alex’s nerves on edge. Despite all the flashlights and bustling agents, it still felt creepy being so far from civilisation in the middle of the night.

Inside the crater sat the object. No one had come close to it yet, and for good reason. It was half buried in the dirt, but after scanning the object with a DEO-issued sensor, the general consensus was that there wasn’t much left to uncover. It was a small object, maybe the size of a generously structured jewellery box, but the damage it had caused suggested that whatever it was, it must have been far denser than it appeared.

“So,” Alex said. “Any ideas?”

Brainy didn’t answer. She glanced at him curiously, realising that his eyes had widened minutely, staring stock-still at the object before them.

Alex opened her mouth to ask what was up, only for Brainy to shove his arm out in front of her, stopping her from moving any closer to the crater. “Don’t touch it,” he said, his voice tightly constrained. Then, he raised his voice for everyone else: “ _Nobody touch it!_ ”

Alex’s mouth remained gape-jawed for a few moments longer before she grabbed a hold of herself. She raised her chin, taking note of the flummoxed agents who had heard Brainy’s strained instructions. “You heard Agent Dox,” she said. “No one goes near that thing until we have a clearer understanding of what we’re dealing with!”

Brainy didn’t even take a moment to recognise that his instructions had been heeded. Instead, he leapt into the crater, skidding down the tousled rubble and coming to a halted standstill inches from the object. He was precise, Alex noted, there hadn’t been a single concern in his mind that he might touch the object. Once he was stood, he circled it like a curious feline. His posture was steady, his gaze relentless as he scanned every inch of the structure half buried in the crater. His dark eyes shimmered against the flashlights that had been set to cast down into the hole, a tell-tale sign that he was using a night vision enhancement from one of his implants to ensure the clarity of the image he was receiving.

He didn’t say a word, and as he continued to circle the object, a frown deepening his brow like a chiselled line, Alex knew he wasn’t planning on saying anything at all.

She cleared her throat. “Agent Dox?” she asked. “Any idea what it is?”

Brainy’s expression shuttered immediately. Alex blinked in surprise; since taking off his inhibitors, Brainy had been slowly learning to let his emotions actualise naturally without locking anything away. He was still getting used to that side of himself, but it had allowed him to be far more open with her than he had before, even enough that he’d told her a little of his past where his parents were concerned.

But this expression was something that Alex knew from Brainy far too well. It was why she wasn’t surprised when he answered in a stiff monotone, “I’m not sure.”

She frowned. That was definitely a lie. The fear she’d seen in his eyes and the tremor in his expression as he continued to review the object told her everything she needed.

Brainy knew what this thing was.

There was no point interrogating him about it now. Brainy had crouched by the object, his dark eyes flashing beneath the stark lights as they showered over him, casting impossibly tall shadows across the crater.

Alex’s arms tightened around herself. “Is it safe for transport?”

Brainy blinked, glancing up at her. “I… uh, from its external appearance, it would suggest that what we can see is just a casing for something much smaller.” His gaze returned to the object, and Alex watched with concern as the fear in Brainy’s expression turned to something of a terrified fascination. His hand twitched, and he lifted it minutely, almost as though he was unaware of the action.

“What kind of something,” Alex prompted sharply.

Brainy dropped his hand, blinking quickly as he appeared to realise what was happening. He stood fluidly, running a hand along his jaw. “Nothing good,” he said lowly. He rolled his shoulders. “We need to get this back to the DEO as soon as possible.” He pointed up at Alex, his expression serious. “Do _not_ touch it directly. It will need an air-tight containment unit for transport.”

“Second van,” Alex said. “Talk to Agent Darrens.”

Brainy nodded stiffly, climbing out of the crater as swiftly as he had entered it.

Alex watched as he disappeared away from the light’s reach. That had been strange, stranger than strange, Brainy was really holding out on her. He’d kept things from her before, but this secret, whatever it was, scared him. Of that, she was absolutely certain.

With that in mind, Alex glanced back to the crater, studying the object for the first time in detail. It was a weird shape, a vague oblong if that oblong had been sliced into by ropes of thick cable, contorting the object so that the metallic casing seemed to bend inwards. Maybe it was the light playing tricks on her, but if she stared at it for long enough, it was almost as though those ropes were still twisting, writhing like a living thing around its prey.

Alex shuddered, casting her gaze away. Whatever this thing was, she’d find out eventually, even if she had to pester Brainy into an interrogation room to do it.

Either way, this was going to be one hell of a long night.

* * *

This could not be happening.

Brainy didn’t say a word during the trip back to the DEO. He could have flown ahead, started preparing his lab for the object, but he didn’t dare let it out of his sight.

Instead, he sat in the back of the van with it, his gaze fixed unstirring to its glass casing. 

It left a sick twist in the pit of his stomach even considering what the object could be. He hadn’t wanted to tell Alex his theory, simply because he could not bear to say it out loud. He hadn’t run any in-depth tests, couldn’t be for 100% certain that this thing was exactly as he feared.

But his instinct didn’t lie.

_Instinct._ It was crass to think it on Coluan standards; even with his emotions fully restored, logic was still the first port of call for his species. One was not guided by the heart if it could be helped, not in matters of science, certainly not when dealing with the precision required for such an analysis. And yet… seeing that object stirred something primal in his very core, it went beyond the emotions capable of human beings, it beat in his chest like a separate entity, a whispered trail from the Big Brain itself.

It was all still so new to his systems, he’d barely even had a chance to understand the uninhibited side of himself yet. So why must he be _tested_ in such a way? How was this fair, to be faced with something so vile and yet at the same time so _fascinating?_ This was his history and future come to life, this was living matter, an extension of himself, of-

Brainy cut the thoughts off before they could finish forming. A few weeks ago, such an action would have been quick and painless, like a wire snapping in his mind. Now, cutting himself from those thoughts sent a jarring ache through the back of his eyes, a discomfort like a physical pressure pushing against his heart and lungs. What was this? Some kind of intensified guilt? Frustration, or- no, anger?

It did not matter. None of it mattered. Every nerve in his body could burn with the intensity of a thousand suns and it would not keep him from doing what he had to do next, even if it went against his baser instincts.

He would need to make contact with the object to release its contents.

Then, he would destroy it.


	2. Chapter 2

**Notes for the Chapter:**

> I'm really glad you're all liking this so far! We're only on chapter 2 and I've gotta say, I'm already hitting hard with the angst! I hope you guys enjoy! 😉 
> 
> Thank you all for your support, comments and kudos mean the world to me!
> 
> In light of current events, I hope you all stay safe, stay healthy and wash your hands! <3

Alex couldn’t help but worry.

The second they'd got back to the DEO, Brainy had set a plan in motion. The object was moved from inside its glass casing into his lab and, from there, Brainy had closed himself off both mentally and physically. He’d practically slammed the lab door in Alex’s face and, although she wasn’t certain he meant it, the tension in his body had been clear. Whatever was going on, Brainy knew way more than he was telling.

Alex wasn’t sure how to breach the subject with this newer version of Brainy. To be honest, she’d never quite perfected it when he had worn his inhibitors in the first place. All Alex knew was despite the horizons that Brainy had broadened within his own intelligence, there was a fragility in him that seemed far more poignant now than it had ever been before. Sure, Brainy had always been emotional, but before there had been a barrier separating him from his true potential. With it down, so was every dam that had ever tried to hold him back, and if the look in his eyes as he’d disappeared into his lab had been anything to go by, Alex knew that there was a flood coming.

At first, she’d thought she could bypass Brainy’s mood by following a different theory. She’d hoped to follow the object’s initial trajectory from space to understand where it might have travelled from. When the DEO failed to pick up anything from the satellites, however, the only lead left standing was the one in Brainy’s lab, the one she _knew_ he was lying to her about.

But why? Why hold this back from her - didn’t he trust her? That thought alone caused a pang in Alex's chest. She shouldn’t have let it; this was the DEO and despite all the changes since this new Earth had been implemented, she was still the boss. She had to separate her friendship with Brainy and her professional relationship with him, at least for now. Too much was at stake. At least, she had to assume it was considering she knew _nothing._

But that was about to change.

She left it two hours before she made her way to Brainy’s lab. They were well into the night shift and she was painfully aware that neither she nor Brainy had been given a proper break for close to twenty-four hours.

The first thing she saw was the object.

It was hard to miss, especially outside of its casing. It sat on a small pedestal on the furthest work bench, the thick rods around the structure seeming to pulse even under the stark fluorescents. Alex found that she could move no further into the room, like the object had captured her in its field of vision. God, it actually felt like it was watching her.

Brainy paced ahead of the object, a tablet balanced on his forearm. He was tense, but working out that tension in a way Alex had become familiar with. As he’d settled into his uninhibited self, he’d still used pacing and gesticulation as a means of getting rid of unwarranted nerves. Right now, he did so by moving warily around the space, keeping his gaze on the object at all times. His lips were moving, but Alex couldn’t hear the words he was saying, like he was muttering an immensely long calculation in one rapid fire breath.

Suddenly, he paused, sucking air through his teeth as his eyes moved solidly to the tablet in his arms. His gaze tracked the screen listlessly, not quite looking at the words and yet Alex knew that was all he was seeing, downloading the information directly into his mind.

The stress in his expression was too much to bear. Alex cleared her throat. Loudly.

“Brainy?”

Brainy’s arm jerked away from him and the tablet fell from his grip, falling with a clatter to the ground. Brainy stared at it, then up at Alex. “Alex,” he said stiffly. “Apologies…”

“It’s fine,” Alex said gently. She frowned. “I shouldn’t have startled you.”

“No,” Brainy said. “You shouldn’t have.”

Alex tried her best not to react to that. Brainy had a tendency to talk back when he was stressed or irritated, and right now that tension was practically radiating from him in palpable waves. She didn’t want to do anything to push him, but at the same time, she needed answers.

“Brainy,” she said again, lowering her voice. “I need to talk to you,” she glanced towards the object, “about that thing.”

Brainy still wasn’t totally with it. He picked up the tablet as an afterthought, studying it without seeing. “What about it?”

His tone was as dead as a doornail and it was clear he was forcing a lot to keep himself from slipping. Alex could see the trepidation behind his eyes, the nervous energy in his fingers as he restlessly squeezed the tablet.

She sighed. “Brainy, I know you know more than you’re telling anyone. More than you’re telling _me._ ” She swallowed. “You know what it is, don’t you?”

Brainy’s jaw locked and for a moment Alex was sure he would fight her on this. Then, his shoulders dropped, and the tension that had been so tightly constrained released from his shoulders. He closed his eyes. “I do.”

“Can you tell me?”

“I can,” Brainy said sharply. “I will.” He sucked in a breath, opening his eyes. “I had my suspicions from the moment I saw it in that crater but I had hoped, no, no, I had _wished_ that it was not true. That it couldn’t be-” Brainy’s jaw clenched and he sighed, tossing the tablet onto the workbench. He folded his arms, pacing aimlessly. “I ran every test, just to be sure to-to be absolutely _certain_ and- it is exactly what I feared.”

Alex held up her hands. “Whoa, Brainy, slow down, what do you mean?”

Brainy’s lips thinned into a pained smile. He gestured to her indifferently. “If the materials of this object were scanned on Earth, without Legion assistance, they would show as unknown, just as the cybernetic enhancements inside of my own body would have no fair equal here. The object is made from techno-organic materials. It is… it’s Coluan.” Brainy made a face, throwing his gaze to the object in distaste. “But, what this _is…_ that, _that_ is far from common on Colu.”

“Coluan,” Alex said quietly. “It’s from your planet?”

“Yes,” Brainy said. “It is what would be known here as a probe.”

“A… probe?”

Brainy shuffled awkwardly. “Indeed. Just as you may expect, Coluan probes are sent out to gain information from neighbouring planets, except, this is a…” Brainy swallowed, and for a moment Alex thought he looked very nearly ill. This was clearly a sore topic for him, and the more he built to his crescendo, the more she was beginning to put the pieces together on her own. Her stomach twisted uncomfortably.

“You can tell me,” Alex said softly.

Brainy laughed at that, a stricken sound. He wiped his eyes as an afterthought. “The probe,” he continued, his voice strengthening, “this _specific_ probe is manufactured from the same techno-organic material that runs through my systems. I know it just by looking at it, because it is a part of me. I feel it.” Brainy touched his chest, just to the right of his sternum. Alex had seen him do it before, and she remembered vaguely from the few times she had seen him without his inducer that there was something special about that spot. His chest glowed with three identical light cores, although when Alex had queried it, Brainy had been rather emphatic about each one holding vastly different properties. They were extensions of his selves, both alternate and familial, connections to the Big Brain. Alex still wasn’t totally sure _what_ the Big Brain was – it sounded kind of like the concept of a Coluan afterlife – but she knew that it was important to Brainy. And so, it was important to her, to all of the Super Friends.

Alex thought she knew where this might have been going, still, she wasn't prepared for it when Brainy took a deep breath and said, “It is of Brainiac design, that is to say Brainiac-prime. The-the first Brainiac.”

“Brainiac?” Alex wasn’t sure what to say. Brainy had told her in part about his family line, after all, she'd had the misfortune of meeting Indigo, but Brainy had never been forward about Brainiac, favouring to shroud him in shadow. He’d never divulged the exact atrocities he’d committed, only that they were really, really bad. Alex swallowed. “You mean your… evil ancestor?”

“The very same.”

Alex shook her head. “But-but how is that possible? _Is_ it possible?”

“It is,” Brainy said stiffly. He jerked his chin towards the probe. “Brainiac sends these probes out with what we call _sentries_ inside, small devices filled with Brainiac’s compressed code. When the probe is activated, the sentry locates the closest host body to assimilate with, taking control of their mind and motor functions and using them to download all relevant information on the chosen population.” Brainy grimaced, rolling his shoulders. “If Brainiac deems the planet suitable, he will come to collect.”

Alex’s stomach dropped. “Collect?”

Brainy’s eyes darted to Alex quickly. “You remember my doppelganger, the Brainy who miniaturised and bottled his Earth?”

“He’d be pretty hard to forget.”

Brainy smiled grimly. “That is a most common practice among the Brainiac clan. My mother…” He blinked, brushing at his face. “She was loyal to Brainiac’s practice, but my father forbade it. As you know, it is why I was fitted with my inhibitors.” Brainy stared with a lost expression at nothing in particular. “I… I thought I had escaped their mindsets, but it appears that Brainiac has for _whatever reason_ chosen Earth, chosen this _city_ as his next target.” He lifted his chin, his expression suddenly resolute. “I must open the probe to ensure the sentry is still inside. If it is, I should be able to neutralise it which will buy us time. But Alex, if it is gone…”

Alex’s mouth was dry. “Then someone has already been infected.”

Brainy glanced worriedly in her direction. “We made every effort to ensure no one touched it from the site, but there was precious time before that.” He sighed through his teeth. “Humans are curious by nature, anyone may have found the crater before our agents got there. Anyone may have taken the sentry and if they did, there is a one hundred per cent likelihood that that person will have become Brainiac’s new host.”

Alex’s arms tightened around herself. “What kind of capabilities are we talking about here? You said sentries download information, can they do anything else?”

“Much,” Brainy said bitterly. “Brainiac is very thorough with his sentries, they become part of him and, if you are part of Brainiac, then you are outfitted with capabilities far greater than most known lifeforms.”

Alex’s chest caught at that. Something in Brainy’s expression told her he was thinking on this matter far more intensely than just about the sentry. Brainiac was part of his clan, he was Brainy’s blood. She knew just how personal this must have felt for him. She wanted to say something that’d comfort him, or reach out and hug him, but even without his personality inhibitors, touch was something he never sought for when he was this stressed or frustrated.

Even still, the tension in Brainy was clear. His jaw was so rigid it looked close to cracking and his gaze told her that he wasn’t just talking to her in that moment, but also reading through the information he’d gained on his tablet, the scans he’d completed on the probe. Multitasking had always been Brainy’s strong suit, but now it was close to imperceptible from an outsider’s eye, as though he wasn’t even aware he was doing it.

“Well,” Alex said softly, nodding to herself. “That’s the worst-case scenario; if the sentry is still in the probe then we have nothing to worry about.”

Brainy ruffled immediately. “He will find another way, Alex, he always-”

Alex held her hand up and Brainy’s teeth snapped together. He stared at her, eyes glistening with a thousand uninterrupted thoughts. “Let’s take this piece by piece,” Alex said gently. “First, we need to know the height of the threat and so opening that probe takes priority. Whatever we find inside, we’ll deal with it.”

“But-” Brainy said quickly before he seemed to think better of it. He gritted his teeth, folding his arms tightly over his chest. “Fine,” he said sharply, glancing up at her. “I would like to do it alone, if that is alright.”

“You can,” Alex said hesitantly, “but… can I ask why?”

Brainy shifted uncomfortably. “The experience of connecting with a piece of technology so closely bound to my internal systems, to-to my ancestor will not be pleasant.” He lowered his gaze. “I would prefer the solitude to work unimpeded.”

Alex had a feeling Brainy wasn’t just referring to the physical toll of the action, and as much as she wanted to help him in some way, she knew that she couldn't. This was uncharted territory for her - Brainy was the expert.

She sighed, nodding as she turned for the door. “Let me know what you find.”

* * *

_Why, why, **why?**_

Brainy circled his workbench pragmatically, drinking in every physical aspect of the probe. He could feel it, like a lull within his systems, pulling him closer, encouraging his cooperation.

The probe knew him. Well, that was not entirely true. The materials that made up the probe knew him, for they _were_ him. He couldn’t explain it to Alex, not in the way that he had wanted. No biologically made being could fully comprehend what it felt like to be so strongly linked to a living piece of machinery. Brainiac’s probes, just like everything Brainiac had ever created, came from himself, from the matter that made up his body. As much as it pained Brainy to think it, that same technology ran through his systems. It could not be avoided; Coluans were all connected, not just by mind but by body as well. Internal enhancements were simply a way of life, and Brainiac’s probe felt no different to being home.

Brainy hated it.

Every notion in his body was telling him to connect to it, though it had no intelligence of its own. The materials pulsed on an otherworldly level, filled with the vibrancy of artificially constructed life. The probe wanted him to touch it, to open it, to _know_ what was inside. It demanded it. He was Coluan; to the device he was no different from its creator.

Brainiac.

_Brainiac._

**_Brainiac._ **

The name thrummed in his mind constantly, throbbing, sending nauseating jolts into the back of his skull. He couldn’t stomach the thought of it, and yet of course he could see how this was his punishment. By running from his own time, he had somehow come to face his ancestor of this period. A time when his misdoings were only just coming to fruition. He was young here, barely a few centuries old, a fable to some planets, perhaps, a horror story to tell children in the dead of night. Fiction. Why could he not have _remained_ fiction in this time?

Brainy stood a fair five feet from the probe, his arms so tight around his chest that they burned. Every fibre of his being was on fire, screaming at him to touch it. He had to. He _must._ To pursue his plan, to either find the sentry or nothing did not matter because he could not move forward without it. He had to connect, to, to, _to-_

Brainy ran a hand through his hair, yanking at the strands. His emotions were already unstable, but he had no means to control that fact anymore. His inhibitors would have blotted out the worst of his fears, allowed for a solid and practiced thought track that he could have fallen back on to think things through. By opening his mind to the Big Brain, he had lost the control his species so valued. Emotions did not have to control Coluans, and if Brainy had been exposed to the gamut of his emotions at a young age, he would have assimilated. Instead, he had never been given the opportunity to learn.

With that thought hot and buzzing inside his head, he lunged towards the probe, grabbing it from its platform.

It felt so right in his hands, unashamedly so. The metal beat a familiar rhythm to his heart, and despite its hard and defined structure, it felt almost malleable beneath his fingers. Brainy turned the probe on its end, finding the small area that was not crushed by the weight of its own rods. There, he found what he had expected, a thin panel with an intricate spiral decorated from its centre, reaching outwards.

Brainy barely had to think at all, the connection had already been made.

He blinked and the device slotted open.

The sentry would have been drawn to biological matter, of which Brainy was only half. Therefore, he was not surprised when nothing jumped forth from the probe. Worry knotted in his stomach as he tipped the device upwards, grabbing a handheld flashlight from his workbench. He shone it inside, the trickery of shadows flickering along the material, just as cold and defined as the outer shell.

Nothing.

There was nothing.

Brainy wasn’t quite sure what he felt, only that it was powerful enough to knock the air from his lungs. His focus lost its vibrancy and the probe in his hands blurred to a cold and meaningless shape.

Something sparked in his hands, a small jolt of static that had come from the probe itself, a remnant of its lost mass. Though not quite living, Brainy thought that small burst signalled something. As though it was mocking him for being so _stupid_ to assume the sentry would still be there, that Brainiac would not have calculated for that very possibility. That Brainiac may not have even known that something like the DEO existed, even if he was not aware of Brainy, even if he-he- _he-_

_Brainiac._

_Brainiac._

**_Brainiac._ **

It drummed through his head, a constant droning mockery of his very intelligence, his ability, his _capabilities_ as a Coluan, as a Brainiac-

_Brainiac._

**_Brainiac._ **

Brainy couldn’t stand it. The voice mounted to a crescendo in his head and a horrible pressure built in his throat, burning inside of his chest. The emotions were too much to bear, he could not store them, categorise them, _hide_ them. Instead, the pressure built until there was nowhere for it to go and with a vicious yell that tore him from the inside out, Brainy threw the probe across the room. It hit the wall with such velocity that the cement crumbled, leaving a hole in its place as it fell to the ground. The shell itself would not break; techno-organic metal was far stronger than anyone on this dull and tedious planet could _ever_ know ** _._**

Brainy was only partially aware of the door to his lab sliding open. DEO gear and a familiar face cut across his vision, but it was swimming; blurred and unintelligible, dripping with red. Brainy could only stare as he felt vicious trembles shock-waving through his body. He had never felt anger so powerful, so pure and unprecedented.

Or… Or perhaps, _had_ he?

“Brainy.”

That was not the voice in his head, not a machine calling out for the Prime of his clan. He stared through the wash of wet suddenly clouding his vision, finding Alex – _Alex –_ stood in front of him. She had her hands on his shoulders, hands he could barely feel with the rage that was keeping him cemented firmly to the spot.

“Brainy!”

Brainy stumbled slightly, feeling for the first time the bite of Alex’s fingers as they dug sharply into his arms.

“It’s okay,” Alex was saying. “Brainy, you need to listen to me. Whatever you found or didn’t find, I’m right here, okay? We can work this out. Now, just breathe for me.”

Brainy jolted with surprise and with it, his chest unlocked. A shudder ran through him as he let out the breath he hadn’t realised he’d been holding. How had that occurred? How had he not recognised that his body had been going without oxygen?

Tears leaked from his eyes, trailing down his face as he took another well needed breath. The air eased the pain that had been lightning-bolting through his chest. The relief very nearly caused him to choke.

And that relief was reflected in Alex’s eyes.

“Hey,” Alex said. “I’ve got you.”

And she did. She was most certainly the only reason Brainy had remained standing for so long. Brainy didn’t have the energy to question the logic of his next move, the reason why his emotions were telling him any of the things they were so vehemently screaming into his mind. Instead, with a strangled sound climbing from the back of his throat, Brainy crumpled into Alex’s open arms.

“It’s not there,” Brainy sobbed into her shoulder, tears hot against his face. “It’s not _in there._ ”

* * *

Brainy wasn’t sure how long he was tormented by his unruly emotions, only that when he felt Alex shift, he didn’t want her to move. The pressure in his skull had eased alongside the tears, leaving a horrible lethargy coursing through his systems. His throat felt thick and dry with salt, aching when he swallowed. He kept his eyes closed, the material of Alex’s gear familiar to his senses as he allowed the peace of the dark to drift through his mind, chasing away the coarse and heavy thoughts trying so desperately to claw their way to the forefront of his subconscious.

Eventually, Alex did step away, and Brainy felt the soft pressure against his arms as she squeezed him. Slowly, Brainy opened his eyes, only to find Alex staring directly at him.

“You’re exhausted,” Alex said.

Brainy sniffed, wiping his face with the edge of his sleeve. “I-I can manage.”

“No,” Alex said calmly. “No, Brainy, you can’t.” She sighed, and Brainy’s heart clenched at the look in her eyes. She appeared worried, intensely so. And he had caused that. “I should have seen the signs earlier, but you’ve been working yourself thin, and after everything you’ve been through the last few weeks…” She ran her hand down his arms. “Look, I understand that this probe is dangerous, the sentry even more-so, and so I’m going to get Supergirl and J’onn out to search the city for anything strange. In the meantime, I’ll have a team on surveillance here.”

Brainy straightened a little at that, forcing the darkness in his mind to a far corner. “A good idea, I can-”

“No,” Alex said, her voice gentle. She squeezed Brainy’s arms again. “You’re not hearing me. I don’t want you on any team, at least not right now.” Brainy watched mutely as Alex raised her hand, brushing her thumb along his cheek, wiping some of the moisture that had collected there. She sighed, producing a pack of tissues from her jacket pocket. “I shouldn’t have let it get this far for you and I’m sorry about that, but I’ll be damned if I let you stay here working while you’re running on fumes.” She handed the tissues to Brainy and he wordlessly took them, scrunching his fingers around the plastic. “I want you to go home, get some sleep and do _not_ come back until you’ve clocked in at least six hours. Understand?”

Brainy frowned at that, his hand tightening around the tissues. The tension in his chest ratcheted up again, creating an uncomfortable weight in his diaphragm. “Alex,” he said tightly. “I cannot simply leave when Brainiac could very well be drawing into this galaxy as we have this conversation.”

“Nothing has come up on the satellites yet,” Alex said. “Whatever is happening, we have time to figure it all out, which means _you_ have time to lie down.”

“And what of the sentry?”

“Like I said, we can handle it.”

Brainy’s jaw clenched. He noted the exhaustion in Alex’s own expression, the shadows beneath her eyes. He lowered his voice. “And what about you?”

Alex shrugged. “I’ll take a nap here.”

“Then I will-”

“No,” Alex said, lifting her hand. She offered him a tight smile. “Do you think I’m stupid enough to trust you to stay put on a medical bed when there’s a whole lab around you?” Alex shook her head, rubbing her brow restlessly. “At least I can count on Nia to keep you from wandering off.” As an afterthought, she glanced at her watch. “Although it’s getting pretty early.” She dropped her hand. “Brainy, you’re going home. That’s an order. I don’t want to see you here until you’re properly rested.”

“But-”

“ _No buts_. Got it?”

Alex’s expression was piercing, and perhaps if Brainy had been feeling anything other than dead on his feet, he may have well fought her harder on the subject. As it was, the ache in his head had settled into his joints and none of his enhancements seemed to be doing a thing about preventing the cause. He recognised that he needed sleep, if anything other than to ensure he could continue working the moment he was restored to an adequate degree. He bit the inside of his cheek, nodding sharply. “Got it.”

* * *

If Kara was relieved by anything, it was that National City was still the same from the sky.

Down on the ground, it was sometimes so hard to breathe. Seeing advertisements and fliers with Lex Luthor’s face on them, publicity stunts that a Supergirl from another life had carried out arm-in-arm with one of her most hated foes. Like it was natural. Like it was _good._

It still felt wrong to Kara. Knowing that even one reality had existed where Lex Luthor had been partners with Supergirl. That she had _trusted_ him.

She was grateful to patrol for Alex. Amongst the clouds, she was too high up for Lex’s ego to reach her. She could focus on the mission she’d been set.

Which, well, wasn’t exactly _clear_ to her.

At all.

“I do not feel any emotional disturbances,” J’onn said, throwing Kara from her thoughts. He appeared from beneath the cloud cover, stopping once he reached her side. “Nothing that would seem abnormal or dangerous at least.”

“Yeah, no signs of anything strange,” Kara said warily. She folded her arms. “No random acts of violence, no disturbances, everything actually seems pretty calm.” Kara rolled her eyes. “But come on, _strange?_ Alex couldn’t have given us anything else to go on other than _strange?_ ”

J’onn glanced over to her. “For the moment, what information we have is enough for a basic scan of the city. I expect we will be told more when necessary.”

 _Necessary._ Kara’s lips thinned at that. She sighed. “I just wish we knew exactly what it is we’re looking for. I mean, whatever’s going on, it’s enough that the DEO are working over-time for it.” She lowered her head. “But, you know what? It’s fine. It’s… look, we’ve not found anything yet. Maybe we need to split up, cover more ground?”

“Of course,” J’onn said, though Kara could feel his eyes on her. “Kara, I may not be able to feel any emotional disturbances on the ground, but I am getting a reasonably strong notion from you.”

Kara laughed, shaking her head. “I’m just worried is all.” She shrugged, biting her lip. “Alex usually briefs me with the whole story, but for this… I don’t know, it was like we only needed the bare essentials. She said she’d explain once we find or don’t find whatever this is, but that’s just it. What _is_ it?”

Kara felt J’onn as he moved closer to her side. He pressed his hand against her shoulder, squeezing gently. “I am sure Alex knows what she is doing. I can agree that whatever is happening has the whole of the DEO on edge, but that is likely precisely why she has not yet disclosed to us the full story. I’m sure that when we return, she will explain.”

“I hope so,” Kara said quietly, closing her eyes. “I mean, I know she will, I just- something doesn’t _feel_ right.” She sucked in a breath, allowing the cool breeze to beat against her face, knocking the hair from her shoulders. “But, you’re right. We’ll know more soon. So, split up?”

J’onn’s eyes creased with a warm smile. “Of course.”

* * *

Brainy didn’t quite recall the journey home, only that by the time he slipped back into the apartment, the sun was beginning to paint the sky with a purplish hue.

The exhaustion had mounted to unbearable limits inside of his head. As he cracked the door open to the bedroom, he put every attempt into being quiet, but with so few of his normal processes able to run, he was not in the least bit surprised when his entrance roused his girlfriend.

Nia sat up from the bed with a yawn, rubbing a hand across her face. “Hey, Wildcat,” she croaked. “What time is it?”

“Early,” Brainy said, because he was far too tired to check his internal clock.

Nia glanced to her alarm clock in response. She groaned. “Man, I only have an hour?” She looked back at Brainy, and something about him seemed to give her a moment’s pause. She reached out for him. “Hey,” she murmured. “That’s plenty of time. C’mere, you look like you’re about to collapse.”

Brainy was not quite certain she was wrong. He graciously took Nia’s advice, moving over to sit on the bed. He barely had the energy to kick off his shoes before he fell against his pillow, curling in on himself.

He felt the warmth of Nia as she tucked herself against him, pressing her face against his shoulder. “Tough night?” she asked.

“You could say that,” Brainy said. He shifted onto his back, allowing Nia to snuggle against his chest. He ran a hand through her hair, the feel of the strands through his fingers calming some of the tension still knotted so deep inside his body.

“Well, you’re home now,” Nia said softly, although her voice was already being lost to sleep. When Brainy next glanced down at her, she was snoring into his shirt.

 _But not for long,_ Brainy wanted to say, because a million thoughts were still warring in his mind, and the fear of what tomorrow’s hunt for Brainiac’s sentry could bring to the DEO – to this _Earth_ – put a strain on his body like a physical weight.

But his throat felt tight and his head was far too heavy to be able to say anything more out loud. Despite his tribulations, in the end, exhaustion won out. Brainy closed his eyes and the world faded into a blissful dark.


	3. Chapter 3

**Notes for the Chapter:**

> Hey, hey, hey I'm back with chapter 3! I hope you guys are enjoying so far, please let me know what you think! Feedback means the world to me!
> 
> On a personal note, I hope everyone is taking care of themselves and staying safe during these difficult times. <3 If you are new to my fics and like Brainia content, I have a prompt-fic going at the moment that I'm hoping to update more frequently during this time to help keep our minds distracted. But please, look after yourselves!
> 
> Thank you all for your constant supports. Comments and kudos are greatly appreciated. 😘

The mid-afternoon sun was what roused Brainy in the end.

He did not recall his dreams, which was perhaps for the best. Instead, Brainy awoke in a daze, the weight of his resting state lingering with him like a fog as he attempted to clear his head. Slowly, his processes returned to him, and he felt for each internal component as it was fully restored and realigned with his biological functions.

Brainy groaned into his pillow, scrunching his eyes shut. The sun was not a welcome sight, and yet a part of him that was not quite fully conscious knew exactly what that meant.

He did not want to listen to that part.

Forcing his left eye open, Brainy spied a croissant and a flask of what he highly suspected was coffee sat on the nightstand. Alongside it stood a note written in a familiar hand.

_Take all the time you need, hotshot._

  * _Nia_



Brainy smiled fondly at that, propping himself up on the bed. He still felt groggy, but with a brief check of his internal timer, he realised he’d had more than enough sleep to run adequately. Indeed, he may have overshot how much he’d needed by several hours.

It was 3.00PM.

 _Was_ that right?

Nine hours? Had he slept for _nine hours?_ Everything was telling him that was indeed accurate. Brainy blinked slowly, rubbing at his face. That was… abnormal.

He ran a quick diagnostic out of curiosity. After a brief period to collect all relevant data, he found there was nothing untoward within his systems, either mechanical or biological. He appeared healthy. Perhaps his uninhibited mind had needed a longer recovery period than he had initially suspected.

_Uninhibited._

A flash of memory came rushing back from that night. Brainy’s arms tensed as he remembered the pulse of rage that had locked his joints into place, the red film in his vision and the burning sensation like acid in his lungs as he’d thrown Brainiac’s probe against the wall.

Brainy’s hands clenched at the sheets and he forced himself up, swinging his legs over the side of the bed. Guilt ate at his chest as he remembered the worry in Alex’s eyes. Even now, the fear of that moment struck him, a nauseating sensation that churned in his gut as his subconscious warred with what it could mean for him. There was so much he still needed to learn of himself, but that, _that_ particular part?

That had scared him.

Brainy took the flask, taking a swig of coffee. Caffeine in small doses passed through his systems with little affect, which was why he wasn’t surprised to find the flask filled with about three times the necessary strength for a human. With Nia’s past struggle with her own abilities, it had given her a rather in-depth knowledge of the perfect cup of coffee for someone with a higher tolerance. Perhaps that was not necessarily a _good_ thing, but in that moment, Brainy was certainly grateful for it.

He took his phone from the nightstand and with a brief connection, willed it to dial Alex’s number.

“Hey Brainy. Sleep well?”

Alex’s voice sounded as though she had benefited from at least a few hours of undisturbed rest as well. Brainy smiled, taking another sip from his flask. “Yes. Thank you.”

“You sound like you just woke up,” Alex noted, a smile in her voice. “You must have really needed it.”

“I suppose I did,” Brainy admitted. He shook his head, clearing his throat. “But, fear not, I am much improved. I can return to work immediately.”

Alex chuckled, although she sobered quickly. “That’s good to hear. I wish I had a better update for you, but it’s not good news. Kara and J’onn haven’t managed to find any signs of a rogue sentry, but to be fair I haven’t given them the full debrief yet. I was hoping you could run through everything with the team I’ve set up once you get back.”

Brainy straightened. “I- of course. I will inform them of everything I know.” He hoped Alex hadn’t detected the slight deviation in his tone when saying _everything._ Lying had been far easier when uncompromised by the full scope of human emotion.

“Alright,” Alex said, and Brainy was relieved to hear no dubiousness in her voice. “I’ll see you soon.”

“Wait,” Brainy said impulsively, his chest clenched suddenly. “Alex- about what happened in the lab last night-”

“It’s fine Brainy, don’t worry about it.”

There was a warmth in Alex’s voice that reminded Brainy of the way she often spoke to Kara. A soft reassurance that everything would be okay. Brainy’s chest heaved once, releasing the tension he hadn’t realised he’d been holding. Alex hadn’t needed to say that she was not mad at him for what had transpired, for Brainy had learnt to read in between the lines with humans. The warmth of her tone only reinforced her meaning. She had forgiven him - perhaps she had never thought forgiveness was necessary in the first place. He did not quite believe he deserved such a kindness, not after the impulsive way he had acted, but with his energy still returning to him, he had no words to prove her otherwise.

Instead, Brainy could only say, “Thank you.”

Alex chuckled. “Alright, I’ll see you soon. I’ll get Kara and J’onn in for debrief.”

Brainy flinched at that. “Actually,” he said quickly. “I would propose we tell Kara first, ahead of everyone else.”

“Brainy?”

“Kara will require more information - details that may cause unnecessary concern to other members of the DEO,” Brainy said, hoping his tone did not waver. What he said made sense, he reasoned, despite the fact he had fabricated the excuse exactly 0.2 seconds ago.

In truth, the reason for telling Kara alone was something… far more personal, something he _had_ to be sure of. If he was to disclose information about Brainiac, there were steps he would need to take, and Kara… he had to know for certain exactly what she knew.

“Even J’onn?” Alex asked unsurely.

Brainy’s heart twisted at that. He trusted J’onn, respected and looked up to him. But, he could not control his emotional state as he once had. J’onn had once struggled to read Brainy’s emotions – interference caused from his personality inhibitors - but now? Now, even Brainy wasn’t sure what he was in control of anymore. He couldn’t run the risk of J’onn reading his emotional state, not with this information, not _now._

Brainy swallowed thickly. “I would suggest we prioritise the patrol. If Kara is briefed first, then J’onn can continue his scan of the city for the time being. It’s only logical.”

Brainy closed his eyes, awaiting Alex’s answer, a handful of simulations prepared for the worst possible outcomes.

Instead, Alex sighed. “I trust your judgement on this Brainy. So, alright.” There was a dubious lilt to her voice, but that did not matter, so long as Brainy was allowed the opportunity to do as he had planned. “I’ll call in Kara first.”

Brainy ducked his head. “Thank you, Alex.”

As Brainy signed off, he sighed, reaching to place the flask back on the cabinet. In doing so, he paused a moment, realising for the first time that his hand was not the human-skin tone he had selected for his inducer. Instead, it was his natural green shade.

A quick overview of his hair confirmed his thoughts. At some point, his inducer had switched off and reverted him to his natural appearance. Brainy frowned, running a hand idly through is blond hair. That was… curious. He did not recall turning it off that evening, in fact, he had been so exhausted that he had not even considered the action. It was possible he may have switched it off during his sleep-state…

Brainy shook his head. It was inconsequential to linger on such thoughts. Instead, he took a bite of his croissant, making to stand. After all, he would need to prepare himself for the onslaught of events that were sure to proceed him.

* * *

Kara was a little confused when Alex contacted her over comms to ask that she meet everyone in Brainy’s lab. Usually, discussions of high importance happened at the main hub area where all personnel could take part.

She also couldn’t help but notice that J’onn hadn’t received the same call as she had.

Alex was waiting for her in the lab, leant against one of the only empty sections of Brainy’s work bench. She unfolded her arms when Kara entered, kicking herself into an upright position.

“Alex,” Kara said, frowning. “What’s going on?”

“A lot,” Alex said. “Trust me on that.” She offered Kara a small smile. “I’m sorry I didn’t fill you in sooner, it’s only… I think it’s best that Brainy explains.”

“Indeed.”

Kara turned to find that Brainy had also joined them in the lab. His hair and clothes were a little ruffled, but he didn’t look like he was about to pass out on his feet. Considering what Alex had said about last night, she figured that was a pretty good sign.

“Hey,” Kara said, smiling brightly. “Feeling better?”

“Much improved,” Brainy said, walking confidently across the room. Kara noted with some unease that there was tension running behind his eyes, his gaze refusing to stick to any one person in the room. He came to a stop, jaw hardening. “What exactly has Alex told you?”

Despite herself, Kara couldn’t help but glance towards the hole in the wall. She looked away quickly, clearing her throat. “To search for anything weird in the city, and for J’onn to scan for any abnormal emotional signatures.” She narrowed her eyes. “What _exactly_ is all this about? Why the shroud of secrecy?”

“Not secrecy, per se,” Brainy admitted, his arms tightening around himself. “Call it… pride.” He turned suddenly, walking to his workbench, an area that was a little less crowded than the rest of its surrounding surface. Kara watched with interest as Brainy gestured to a weird-looking metal object currently taking front and centre.

A wash of unease rushed through her stomach. The object looked wrong, somehow, without Kara being able to fully understand why. It looked twisted by design; the rods that converged over its main structure almost seemed to pulse with something, although she wouldn’t have exactly called it _life._

“This fell to Earth last night,” Brainy explained grimly. “It is made from techno-organic material. It is… of my home world.”

“Colu?” Kara asked immediately, grateful to use the opportunity to break her gaze with the object. “How did something from Colu end up in Earth’s solar system?”

Brainy winced at that. “It is of Coluan design, yes, but it was built by a very specific person. A member of my clan.” He met Kara’s gaze levelly. “Brainiac-prime.”

Kara couldn’t help but feel a little unsettled by Brainy’s stare. He looked like he was waiting for her to say something, or perhaps to react in some way, but she wasn’t sure what would be appropriate. She settled for folding her arms, righting her stance.

“Brainiac,” Kara said slowly. Well, at least now she understood why there had been so much apprehension about letting people know. “Your ancestor?” She frowned. “Isn’t Winn fighting a version of him in the future?”

Brainy blinked, and for a moment Kara thought he looked very nearly confounded. He straightened, turning away from her, but not before she saw something close to imperceptible shift in his expression. “Regrettably,” Brainy continued, “my ancestor makes trouble no matter what century he resides.” He rolled his shoulders, gesturing again to the object. “This is a probe. Brainiac uses them to release what we call sentries, they’re dangerous creatures, living machines that can change a person’s DNA, warp their minds to become drones of Brainiac’s. Once a sentry is chosen, it is only a matter of time before Brainiac arrives to claim the city or-or the _planet_ that he so wishes.”

Kara frowned as she watched Brainy pace about the room. What Alex had said before, how angry and exhausted Brainy had been, certainly made more sense now. She understood what it felt like to have something you had thought buried far in the past dredged up again, especially when that something was a family member posing the threat of world domination.

Brainy ran a hand along his jaw. “This is not the Brainiac from the thirty-first century. In this time, he is younger, barely a few centuries old, it may well give us the upper hand.” A sharp smile cut across Brainy’s face as he shook his head. “I just… I have yet to calculate exactly _how._ We both share the same twelfth level mind, although Brainiac was outfitted with far more enhancements than I, a side effect of being cannibalised by tyrants from my home world.”

There was no remorse in Brainy’s voice, but Kara didn’t like his tone. It was tight, layered with a bitter anger that she’d rarely seen in him. It left a sense of dread in her stomach and she was yet again invited to stare at the sizeable chunk missing from the far wall. 

“Of course,” Brainy continued darkly, “it is all pointless if we cannot find the sentry he left here.” He scanned the workbench, but Kara noticed that he didn’t try to touch the probe. Throughout the whole conversation he’d maintained a very practiced distance. Eventually, Brainy turned her way. “You and J’onn are sure that there was nothing to be detected within city limits?”

“We even went out of the city, just like Alex said,” Kara said, straightening. “Brainy, I’m sorry, but if this sentry does everything you say it can… we didn’t find any trace of it.”

“Then you did not check thoroughly enough.”

“Brainy,” Alex admonished. She shot Kara an apologetic look.

Brainy sighed irritably through his teeth. “I’m sorry,” he said. “It’s only that it is imperative that we find the sentry.”

“I understand,” Kara said softly. “Brainy, whatever you need. We’ll do everything we can to find this thing.”

Brainy softened slightly, his gaze lingering on Kara’s for a second longer before his jaw relaxed. He nodded quickly, gesturing to the computer set up he had in the far corner of the room. In the next moment, the screens turned on. A sea of black awash with bright green co-ordinates in an instant.

“This is the estimated trajectory of the probe with what I could gather from DEO satellites,” Brainy said in means of explanation.

“Wait,” Alex said suddenly, walking towards the screens. “That… That wasn’t possible earlier.”

Brainy frowned at her. “How do you mean?”

Alex opened her mouth to answer when the screen flashed with static. Red text scanned over the co-ordinates, blocking them from view.

Kara stared. “What was that?”

“A warning,” Brainy said grimly. His dark eyes flickered over the words, drinking in their meaning in seconds. He leant back, ruffling the back of his hair. “Uh. Specifically, for missing intelligence. I set this system up with the DEO’s main interface. One of the files opened to store information on Brainiac’s probe has been corrupted.” Brainy’s eyes narrowed. “That’s not all. Other files are missing. Running a more comprehensive search as we speak.” He straightened up, joining his fingers together before closing his eyes. Kara watched as the screens flitted through information, a blur that she was barely able to follow even with her abilities.

Brainy opened his eyes. “Seven corrupted files and ten that are missing completely.”

Alex’s expression was wary. “All on Brainiac?”

“No. Some are, yes, but not all of them.” Brainy blinked and the screens shifted again. “There is no clear pattern, it appears nearly randomised. Most of the files taken are only skin deep, but the firewall has been obstructed.”

“So, what does that mean? Has someone hacked us?”

“Someone or some _thing_ or both…” Brainy ran a hand along his face, gesturing nervously at the screens. “This cannot be unrelated.” He looked at Alex and Kara imploringly. “I cannot trace the exact markers of what has hit us, but if you would allow my hypothesis?”

Alex glanced at Kara before her lips twisted. “Go ahead.”

Brainy came to life immediately, stepping forward. “What if it was not a civilian who was infected with the sentry? What if one of the team at the site touched the probe before they had been given direct orders to stay away from it?”

Kara watched Alex’s expression tighten. “It’s possible…”

“A ninety-two percent likelihood at this current moment in time.” Brainy raised his hand, clenching it into a fist. “Alex, if I am correct, the sentry could very well be in the building as we speak. It would be a logical decision to pick someone who had access to one of the most powerful buildings in National City, wouldn’t you agree?”

There was a nearly frenzied look about Brainy now. Kara had been noticing it more since he’d stopped using his inhibitors, a freer part of his mind that could access information that bit more successfully than before. Right now, it was exactly what they needed, but Kara wasn’t sure what to think about Brainy’s expression. The confidence was reassuring, sure, but in that moment, his conclusion gave him such an intense look of intrigue that she didn’t think he looked nearly as concerned as the rest of them were feeling.

“Kara,” Alex said grimly, shaking her from her thoughts. “I need you and J’onn with me. We’re gonna gather up everyone who was on site last night and run some tests.” She looked back to Brainy. “Check the rest of the systems downstairs, make sure nothing else is missing and tell me what you find as soon as its complete.”

Brainy’s expression sobered and he nodded, already heading for the door. “Of course, Director.”

Alex stopped him suddenly, raising her hand towards him. “Wait, that trajectory course, those co-ordinates… Did it come up with anything definitive?”

Brainy shrugged. “I know when the probe entered our galaxy, it will take time to know whether we can use that to identify when it was propelled from Brainiac’s ship. It may give us a more exact estimation of the ship’s arrival.” He lowered his voice. “But Alex, we must treat the sentry as a threat as great as Brainiac. With the information imbued into his host, it can enact his will. In time, he can assimilate any sentient matter in its entirety.”

Kara’s brain was practically buzzing. “I’ll get J’onn,” she said breathlessly. Adrenaline was already coursing through her and she needed to find an outlet. With everything she’d just learned, with everything that was about to _happen,_ she knew that is was paramount that she focused on her task.

Before Alex or Brainy could say another word, she sped out of the room.

* * *

Locating every field agent was no easy feat. Alex had been running several missions that afternoon, none of which were set to finish until the early hours of the morning. She couldn’t pull out her best people for the job, not for everything, and so even with Kara and J’onn doing the best that they could to help, agents were barely coming in at a trickle.

In the meantime, Alex lined up science personnel, non-field agents who had been at the site for purely research-based purposes. At the very least, they squirmed a lot less than her field team, most of whom were far less accustomed to invasive testing.

Brainy had drawn up more data on the probe, but his results were inconclusive at best. They still had next to nothing by satellite and Alex was still trying to figure out how the hell it was that information was available at all. She was certain, _completely_ certain, that there had been no data to go on yesterday. She had to assume Brainy had been able to carry out a more in-depth investigation with his computer abilities, but it still hurt her ego a little to know that he’d found it so effortlessly.

But that didn’t matter. Brainy was doing everything in his power to figure things out while Alex carried out the testing. He’d filtered through all the DEO’s files, every storage unit, every back-up, and put together a list of what was currently missing.

None of it made any sense.

It was random, totally random. Although one of the Brainiac probe files had been corrupted, the rest of the files were scattered. Pieces on old technology that had been long-since destroyed, voice-files on interrogations from years ago. Old DEO schematics that Alex wasn’t even sure why they’d kept copies of.

It made no sense, and Alex knew that it was getting to Brainy. Usually, he was able to at least figure out part of the puzzle, and since he’d stopped using his inhibitors, he was rarely stumped like this. Right now, they were all in the dark. All they knew was that a threat was coming, but not from where or when.

Alex hadn’t debriefed her whole team yet. There was no point causing more of a stir than there already was. So far, it was on a strictly need-to-know basis. Researchers who could be trusted to assist Brainy had been given a basic summary of events, but the field team were simply being told they were being tested as precaution to the possible radioactive nature of the object they’d discovered.

So far, no one had questioned her, and so Alex kept a steady head, leading the medical team as they continued to run tests.

After everyone within the research groups had been scanned and Kara and J’onn were out collecting the next group of field agents, Alex called for Brainy over comms. It was clear he was still distracted with his research, his mind in a million places, because it took her three solid tries before she was able to get through to him.

“What is this about?” Brainy asked when he eventually entered the lab. Other medical personnel were milling about, but Alex had called them off for the time being.

Alex jerked her head to the empty medical bed. “Sit down,” she said.

Brainy opened his mouth, then closed it again. “Oh.”

“Can’t be too careful,” Alex said. “I just ran the scan on myself. No sentry lurking in my brain.” She smiled tightly. “As of right now, you’re the only one left to test who was on research detail. Hop on the bed, make yourself comfy. I promise it won’t hurt.”

“I helped design the scan,” Brainy grumbled, though he sat himself on the medical bed regardless. “I know exactly what it entails.” He gestured to the tablet in her arm. “Have you accounted for my implants?”

Alex rolled her eyes. “Figured you might want to tweak it a bit before we got started.” She handed him the tablet, watching over his shoulder as Brainy worked on corrections for his physiology. When he was done, he handed the tablet back to Alex wordlessly. His expression was still drawn, and Alex knew that although he was physically in the lab with her, mentally, he was likely still working on his own calculations.

Alex carried out the tests in relative silence. Brainy was used to being poked and prodded and as he’d already stated, he’d had a large part in designing the procedure anyway. He knew what to expect, but Alex could tell from his demeanour that he was itching to get back to his work.

Once Brainy’s body had been scanned, Alex moved onto his cybernetic enhancements using the additions Brainy had implemented on the tablet. Once concluded, she placed it on the closest table, waiting for the results to calibrate.

Brainy had his eyes closed, focused on something neither here nor there, when Alex cleared her throat.

He opened them, glancing up at her in confusion. Alex couldn’t help but notice the exhaustion behind his eyes, a permanent feature to his expression recently. Still, she persisted. “Brainy,” she said lowly. “So far, we’ve not found anything, but I know that the odds are… well, not exactly in our favour here.” She grimaced. “So, I need to know. You said the sentry _changes_ the host.”

“Yes,” Brainy said, nearly reluctantly. “The longer it is in the body, the stronger the hold Brainiac is given. In time, a person’s DNA can even mutate to match that of Brainiac’s. By that time, however, their minds, any semblance of themselves, would likely already be lost.”

“Is there any way of coming back from that?”

Brainy shuffled uncomfortably. “Would you like an honest answer?”

Alex winced. “That bad?”

“I’m sorry, Alex,” Brainy said. “A human would not survive any stage of the conversion process. Even if the sentry was extracted before incubation could complete, the likelihood of restoring them to anything close to themselves would be close to zero.” He gestured pragmatically. “Certain species of alien would have a higher rate of survival depending on their healing factors and general tolerance, but in a circumstance where techno-organic matter is set against a biological being?” Brainy’s gaze locked with hers, sympathy glistening in his eyes. “Techno-organic matter always wins.”

Alex swallowed sharply, folding her arms around herself. She laughed lowly. “Yeah, I,” she cleared her throat, “I guess that was the answer I was expecting.”

“But not the one you wanted.”

“No, Brainy, not the one I wanted.”

The tablet dinged softly behind her, throwing her from her thoughts. Alex sighed, taking the tablet once more into her arms. The results were conclusive, there was no sign of abnormal activity within Brainy’s body, biological or mechanical. He was clean.

“Good news,” Alex said. “You’re free to go. Clean bill of health.” She rubbed the bridge of her nose exhaustedly. “Which means if it’s anyone, it’s one of my field team.” She gritted her teeth, rolling her shoulders. “Have you found anything on the security footage that might help us narrow it down?”

“No,” Brainy said; his expression had darkened again. “Even a sentry would need to physically interact with the system it was hacking into, but I can find no evidence of anyone doing such a thing. I don’t-I don’t _like_ this, Alex.”

“Yeah, well, join the club,” Alex said, grinning despite herself. When Brainy didn’t smile back, she frowned. He was still so tense, a worried line practically etched into his forehead.

Alex sighed, reaching for his shoulder. When he didn’t flinch from her, she squeezed gently. “Brainy, hey, I can’t even imagine how this must feel for you, but we’re all in this together, okay? If you need to talk about anything, or if you need some help, we’re here.”

Brainy’s lips thinned into a tight smile. He lifted his hand, placing it over Alex’s. “Thank you,” he said. “I just… In this circumstance, I do not believe there is much I _can_ share.”

“What do you-?”

“I should return to work,” Brainy said quickly, slipping off of the bed. “Thank you for the scan,” he said as he backed out of the room, hands in his pockets. “Please, let me know how the rest of the tests work out.”

* * *

Brainy should have headed back to his lab after the testing, he had wasted far too much time already.

So, why, instead, did he find himself wandering the halls aimlessly? His mind was racing, two thought tracks were warring with each other over the lacklustre information he’d gained already, another was re-running analysis on the probe for the dozenth time that night and _yet another_ was focused adamantly on security footage, slotting through each camera frame-by-frame for any clue as to who the sentry might have become.

If it had become _anyone,_ because quite frankly, none of this made any sense.

Brainy had conducted every study on his most formidable ancestor over the years. From researching his rise to power among the galaxy, to his fights with Superman and eventually Supergirl, from the near future all the way to his own present - growing more distant by the day - in the 31st century. Brainiac’s mind was superior to most known lifeforms, but even he had a routine he adhered to. Steps he implemented before taking a planet into his collection.

It _always_ started like this. The probe followed by the sentry followed by complete and total anarchy. Something should have given by now; the sentry should have shown themselves.

Something was different. Something was _wrong._ But Brainy had no idea what.

He _despised_ not knowing.

Brainy rounded a corner, finding himself in the deeper recesses of the DEO; hallways that led to old storage rooms, rows upon rows of cabinets filled with old paper files that had been copied over to the main data cloud long ago. Their presence no longer meant a thing, and yet, here they remained, growing dust.

Brainy took a deep breath. For whatever reason, he felt at peace here. It was quiet, unused, unappreciated.

Simple.

His chest hitched. Emotions, again, bubbling to the surface. He’d hoped that by keeping his mind busy, he could stop this from happening again, but the stresses of Brainiac’s imminent arrival on Earth were still building, desperately clawing their way to the surface, screaming for an outlet.

Brainy could feel tears burning in the backs of his eyes. He swallowed sharply, the taste of salt thick in his mouth. Alex had said that he should share his worries, but how _could_ he? Brainiac had done abysmal things, committed acts far worse than any foe Supergirl had yet to defeat.

And Supergirl, _Kara,_ her expression was still so clear in Brainy’s mind.

He had hoped – selfishly – that she would have recognised Brainiac’s name. But she hadn’t, not in a way that mattered. She knew him because of what Brainy had said, of what she had heard from the 31st century. Brainiac had yet to visit Earth in this timeline, but even still, Brainy had thought Kara might have _known._

History. _History._ So much time had passed. Perhaps it was foolish of him to hope she would have known. She had been just a child, after all, and it had been far before her time…

_Centuries._

And yet he’d allowed himself that inkling to hope. That perhaps it would not be so bad, because Kara would have known, because he would not have had to say it again. To share it.

But he had not shared it. He had backed away from the inclination entirely. He had abandoned Kara in that moment, one that _he_ had orchestrated, leaving her confused by his demeanour, continuing as though nothing had occurred.

But it _had._ And now he harboured it, this, this what? Secret? Perhaps secret was not the right word. Simply, it was information that Brainy had yet to disclose. Information that tore at his heart, wreaking havoc in the parts of his subconscious that reigned so freely without his inhibitors.

And there were the tears again, so bright and demanding, begging for release.

Instead, Brainy fumbled in his pocket, reaching for his phone. Alex had told him to share, and although the time was not yet right to speak up on such knowledge, he still wanted to talk, to be heard, to _listen._ To one voice in particular.

“Brainy?”

Brainy released a breath he hadn’t realised he’d been holding. “Nia.”

“Is the DEO keeping you late again?” Nia asked, her tone was light, but Brainy could sense the concern behind it.

He sighed, realising that he had not checked his internal clock for some time. It was far later than he had realised. A pang of guilt struck his chest; he should have called her earlier. “Yes. I’m sorry. It’s just- much has occurred. The object that fell to Earth, there have been complications.” He grimaced. “A lot of them.”

“Do you want to talk about it?”

Brainy closed his eyes, breathing slowly through his teeth. “Yes.”

If his inhibitors had still been installed, Brainy was certain he would have been buffered from this specific need. The intimacy that could be found in sharing one’s fears with the person that he loved the most. It was at times like these he was truly grateful that he had stopped using them.

Brainy sagged against the wall as he spoke, outlining as quickly and with as much detail as he could manage the last two day’s series of events. From discovering the probe, to understanding what it truly was, to finding it empty and the hypothesis he was working through alongside the DEO.

By the time he had finished, tears had begun to leak down his face, though he imagined they were simply the biproduct of having no clear understanding of how to release his current emotions. He felt exhausted, suddenly, mentally and physically, and with the wall as his guide he slid to the floor, righting the phone in his hands as he waited for Nia’s response.

Nia sucked in a breath over the phone. “Okay, whoa. Give me a minute. That was a _lot_ to take in.”

Brainy chuckled despite himself, wiping the tears from his face. “Please, take all the time you need.”

“Brainy,” Nia said, her voice both parts excited and terrified. “This is _huge._ Do-do you need me to come over? I can try to help.”

It was already growing late, and knowing Nia, she would gladly drop everything to join a large-scale superhero investigation, even if there was currently no real field work to take part in. The logical side of Brainy had to agree that her journalistic skills would come in handy during this process, but Nia had her job at CatCo, and she did not have the super speed that permitted Kara’s durability when it came to being in two places at once. He did not want this for her, not until they had more information to work with.

“At the moment, everything is purely hypothetical,” Brainy said lowly. “Until we find the sentry, we cannot move forward.”

“You said there was nothing on the DEO security,” Nia said. “But what if I could try and dream up some clues?”

“That-” Brainy grinned. “That would actually be incredibly helpful. Thank you.”

“Speaking of dreams,” Nia continued, lowering her voice. “Brainy, you sound exhausted.”

Brainy sighed. “I am finding it difficult to maintain my energy reserves as I used to.” He closed his eyes, the lull of sleep so profound that he was forced to open them again, blinking quickly. “I-I think it has at least in part to do with my inhibitors. Emotions have a draining effect on the body, and I appear to be feeling more and more with every new piece of information I find.” He grimaced, ducking his head. “Nia- I, one of the reasons I was sent home yesterday was due to that. I-” Brainy stopped himself, the words trapped halfway down his throat. He swallowed.

“What happened?” Nia asked softly.

“I got angry,” Brainy managed weakly before shaking his head. “Angrier than I thought _capable,_ I- I was… Well, I didn’t _hurt_ anyone, but for a moment I, I did not feel like myself.” Brainy’s lips twisted as he felt the familiar burn behind his eyes intensify. “The Big Brain has aligned me with my kind, which allows access to my fullest capabilities as a Coluan but… but in _doing so,_ it has also strengthened my connection to my ancestral memory.” He shook his head. “It was always something I was so afraid of, that my-my _father_ was afraid of. And now, with everything that’s happening, I worry that-”

“Brainy,” Nia said levelly, cutting him off. “You are not your family, okay? You’ve just been through a lot and, hey, I get angry just from lack of sleep alone; having an evil ancestor fall out of the sky on top of everything?” She chuckled. “What you’re feeling is _okay._ Do you remember the breathing stuff Kelly taught you?”

Brainy nodded before realising his mistake. “I do,” he murmured.

“If you feel like that again, remember what she said. And if you need to talk, I’m here, okay? Maybe I don’t know exactly what you’re going through, but I’m willing to learn.”

More tears slid down his face and he wiped at them quickly. “Okay,” he said thickly. “Thank you, Nia Nal. I-” But he cut himself off, because he heard a voice, not quite discernible from such a distance, call his name. He frowned. “I have to go.”

“Okay,” Nia said, her smile nearly visible in her voice. “I love you.”

Brainy’s chest warmed as he wiped the last of the tears from his face. “I love you, too.”

* * *

The voice, it seemed, grew no more intense the further Brainy moved through the hall. At first, he had suspected that it was Alex, perhaps she already had further information on the outcome of the field agents’ tests.

But then he reconsidered. The voice did not appear to be Alex’s, though for the life of him Brainy could not quite pinpoint _who_ the voice exactly was.

“ _Querl._ ”

Brainy stopped dead.

It was a rarity for someone at the DEO to call him by his first name. Certainly Dox, perhaps even Brainy to those he spoke with on a less formal basis, but Querl? It was…

“ _Querl.”_

And yet, there it was again. A voice that was not quite a voice, not growing in pitch or volume, a steady, droning sound, emanating from somewhere beyond him, but somehow all around.

He felt drawn to it. In a manner he could not explain, he felt a part of himself yearn to follow it. Wherever _it_ was.

Scientific curiosity won out in eventuality. After a brief moment to evaluate, he followed his instinct, walking without knowing exactly where towards the voice’s source.

The closer Brainy got, the firmer the tug inside of his chest became. It was a deep-seated feeling, something that twisted and writhed if he stopped for even a moment, flooding him with sincere discomfort. Eventually, Brainy found himself on the main floor, trailing an all-too familiar path.

The moment he stepped into his lab, he knew.

The feeling had been familiar, after all. It was the same drive, the same pull that had enraptured him when he had first seen the probe half buried in a crater, flooded with artificial light. The same yearning that had been plaguing him every step he took, forcing him to maintain his distance from the terrible living entity that was…

Him.

It was Brainiac and, therefore, it was him.

So simple, and yet impossible to encapsulate. He could not express to his friends what it felt like, could not hope that even Nia may understand. To be so closely bound to something, some _one_ he hated so fiercely. To know that even without the sentry inside, this device, this _thing_ was calling out to him.

_“Querl.”_

“Stop,” Brainy said, his voice hissing out behind gritted teeth. He’d barely been able to look at the probe since he’d thrown it at the wall and now it sat there. Empty and _useless_ and yet it had the gall to mock him?

 _“Querl._ ”

Brainy sagged in defeat. He didn’t have the energy for this. Logically, he knew it was not the probe speaking to him. It went deeper than that, far, _far_ deeper.

It was Brainiac. Not Brainiac-prime, well, not _just_ prime. It was every Brainiac stored inside his head, reaching out to him, harnessed and empowered by the Big Brain’s influence. So many of his kind would have rejoiced to be visited once more by family who were long-since gone.

But not him. _Never_ him.

Brainy’s jaw ached with tension. He rolled his head slightly, blowing out a slow breath. For the moment, he could dull the sound, just as he had done his ancestral memory every moment before then.

Brainiac was coming closer and the voices grew louder as a result. Were they warning him, perhaps?

No.

For Brainy knew his family. Knew that even in the depths of a monotonous entity drilling inside of his skull, they were elated by this news. What else would make them so clear to him now? The voices were calling to him, yes, but not to warn him, not in fear of a foe scouring space to take any planet he so wished.

They were calling for Brainy to join him. Join _them._ Give up his act, his wishes and his desires and become that which befell everyone in his clan eventually.

Become a Brainiac.


	4. Chapter 4

**Summary for the Chapter:**

> It's been a while, but I'm back with a new chapter! I do hope you enjoy!
> 
> As always thank you for your support, comments and kudos really do mean the world to me! x

_Nothing._

_‘veryone’s clean._

_Can’t- just-_ stop.

_Stop._

**_Stop._ **

Brainy’s eyes snapped open.

Panic flared inside his chest. His systems jumped to life, those that had been in a dormant state reacting immediately to his sudden spike in adrenaline. He gasped, sucking in a gulp of ice-cold air, his eyes scanning blindly out in front of him.

His night-vision implant activated a second later, whirring to life in response to his newfound surroundings.

It was dark. It was still late, or, or perhaps early. He took a moment to check his internal clock - just gone three in the morning.

Early, then.

Brainy’s chest heaved. This was wrong. He was… _Where_ was he?

Cold air ruffled his hair and Brainy was once again reminded that moments before, he had been asleep. Every mechanism within his body admitted as much. So how was he, _why_ was he… here?

City lights glowed dully below him, and Brainy realised with a nauseating twist in his stomach that he was not just outside, but high into the sky. That would explain the temperature, the icy chill of water vapour as it flecked against his exposed skin. Brainy willed himself to ignore it. There were more pressing matters to attend to.

Such as how he had got there in the first place.

Instinctively, Brainy grabbed for his Legion ring, taking in another breath. His hands were green, from his peripheral he spied stray blond locks glancing against his face. Brainy squeezed his eyes shut, hoping to find something buried deep within his subconscious that would allow him to understand how he could have reached such a location.

_“Everyone’s clean.”_

Brainy opened his eyes. It was a dull memory, not the one he was looking for. Regardless, he allowed it to run its course.

_“Nothing,” Alex had said. It had felt like an age since he had spoken to her at that point, cooped up in his lab, focused on everything other than the probe that constantly paraded itself about in the corner of his eye. He had at least been grateful that the voices had quietened to a soft trill, static that he could easily wash away to the furthest reaches of his subconscious where they could not so easily torment him._

_“Nothing?” Brainy had repeated. “How is that-”_

_“I don’t know,” Alex had returned. She’d looked so exhausted, and Brainy had been reminded once again of the late hour, of his own waning energy. As though reading his thoughts, she’d sighed. “For right now, I thinks it’s for the best that you and I both get some rest.”_

_Brainy’s fingers had stiffened against his tablet, his attention snapping fully into that present moment. “We can’t just stop.”_

_“I’m not saying that,” Alex had said, offering a placating smile. “We’ll widen the scan as protocol for all agents. I can start running it with the night-shift crew now, but we won’t have anything conclusive until the morning.” Alex had frowned at him. “I don’t want a repeat of before, Brainy. I need to know that you’re getting enough sleep, Coluan or not.”_

_Brainy had wanted to fight her on it, but he had been unable to. Because he’d agreed. He_ was _tired and it_ was _abnormal, but he had known that his attention was not as sharp as it should have been. If he wanted conclusive results, he needed to heed Alex’s instructions._

_And so, he had gone home to Nia, he had slipped into bed at her side and then he…_

Had somehow ended up here. Floating above the city, his true visage present to any onlooker. Though, he doubted he could be seen from such a distance. Brainy examined his hands again, narrowing his eyes. Twice, now, he had gone to bed and awoken without his inducer’s image. It had to be connected. He just wasn’t sure how.

A chill ran down his spine, reminding him of the high altitude. It would not damage him as easily as a human, but continuous exposure would not be beneficial. Besides, it was pointless to remain there to try and figure anything out.

Brainy’s mind was in chaos as he flew home. Thoughts flooded through him restlessly, hypothesis upon hypothesis that were either disposed of outright or stored for further investigation. When he was back on the ground, back in the familiar surroundings of Nia’s apartment, he wished desperately to discard everything and greet his pillow in slumber. But he could not.

Too many thoughts, and with them came the emotions. He was not sure how he felt, only that it left an uncomfortable sensation in his chest and stomach. He felt vaguely nauseated, light-headed, as though he was not receiving enough oxygen into his lungs.

He recalled again what Nia had told him earlier.

_Remember what Kelly said._

Brainy stumbled into the bathroom, using the sink as his tether. Ducking his head, he followed the instructions in his mind. Breathe in for four seconds, hold the breath for seven, release for eight seconds. Repeat until the sensation has lessened.

Brainy was not quite sure how long he remained there, only that when he finally lifted his head, the room did not appear to be spinning nearly as fast. He blinked experimentally, glancing up at his reflection.

For the briefest moment, the green skin in the bathroom mirror did not reflect his own.

Cold, black eyes stared back at him. Flashes of living metal adhered to a bald, familiar skull.

Brainy blinked again and the image was gone. Only his own face remained. Stricken brown eyes, blond hair that fell in a tousled mess to his shoulders, damp strands sticking to his neck. The night air had not been kind to him, and without his inducer there was nothing that could hide the bruising beginning to take form beneath his eyes, sinking against his cheekbones.

Brainy rubbed at his face numbly. The briefest image of _him_ already felt like a bizarre dream, but he could not ignore the way his heart had clenched at the sight, leaving him with a sharp pain throbbing inside his chest. The voices were quiet tonight, but Brainy felt something from them regardless. The vaguest sense of pride.

He gritted his teeth, turning on the faucet so that he could splash water on his face.

“Hey, Wildcat, everything alright?”

Brainy started at that, turning to find a very sleepy Nia Nal stood in the bathroom door. Her hair was tangled against one side of her face, clearly mussed from how she had been lying. Brainy’s chest warmed to see her, chasing away the pain that had taken residence there.

He could lie, tell her everything was fine. But, even with sleep in her eyes, Nia’s expression was open, kind, and he realised suddenly that he desperately wanted to tell her the truth. “I’m not sure,” he admitted. “I- do you know how long I was gone?”

Nia yawned into her fist, frowning. “I didn’t hear you get up, but I noticed you were gone about an hour ago?”

Brainy stared at that, his throat locking into place.

“What is it?”

Brainy gritted his teeth, shaking his head. “I- um, I don’t remember getting up.”

Nia’s eyes widened, the exhaustion lifting from her expression in an instant. She walked towards him, running her hand along his arm. The warmth of her sent a sudden jolt to his chest. Tears sprung to Brainy’s eyes, but he refused to let them pass.

“Were you sleep walking?” Nia asked softly, squeezing his arm. “Y’know, it’s a pretty common reaction to stress. At least, that’s what my dream analysis books told me.”

Brainy forced a smile at that. “Perhaps.” He closed his eyes. “I was flying above the city when I woke.”

“Sleep _flying?_ ” Nia perked up at that. “My books didn’t cover that one.”

Brainy grimaced. “I didn’t think it was possible, it has never happened to me before.”

“I guess you’ve never been in an exact situation like this before, either.” Nia locked her gaze with his, dark eyes full of understanding. “Were you dreaming?”

“I…” Brainy drew off. “I do not remember.”

“Well,” Nia said, grabbing for his other arm. “It’s still super early. Come back to bed.” She winced, glancing down at his ring finger. “Maybe, just, take the Legion ring off for the rest of the night?”

Brainy nodded tightly. What Nia was proposing was a logical solution and he knew that she had his best interests at heart, but a part of him ached to part with it even for something as trivial as sleeping. As a Legionnaire, the Legion ring was an extension of the hero who wore it. It was not just about the symbol or the powers it provided; it was a comfort. A familiarity. A _connection._

But, Brainy had to admit it was necessary, and he was just exhausted enough to be willing to do anything that might assist. Despite the few hours he had been asleep, he felt like he hadn’t rested at all. Perhaps that was in part due to his sudden _sleep flying_ habit. He would need to look further into himself when he had the opportunity.

For the moment, however, he was more than happy to find peace tucked into his girlfriend’s side, the steady feel of Nia’s fingers running through his hair like tiny prickles of heat. He softened into the sheets, allowing for sleep to take him into what he hoped would be a far more peaceful slumber than before.

* * *

Alex couldn’t say she’d slept well, but she’d slept, which was definitely an improvement.

Tablet in tow, she’d threaded in and out of every med lab they could part with since the first hint of dawn, observing the scans as they remained ongoing for any and all active members of the DEO.

She’d had to blow off dinner with Kelly _again,_ and although she knew her girlfriend understood, it didn’t help the guilt that continued to gnaw at her gut the longer she went without leaving the facility. She missed her coffee meets with Kara and Nia, snuggling up with Kelly on the sofa after a hard day at work. Now, the days bled into one another. She didn’t even know what day of the _week_ it was.

She felt cooped up, grey walls on grey walls following her everywhere she went. Going home to rest had seemed to be working well for Brainy, and honestly? She was seriously considering it herself. That was to say if she even _had_ that chance, which was looking slimmer by the second.

One of her team were infected; Brainy had hypothesised the probability at so close to a hundred that it made her nauseous with apprehension. If what he’d said was accurate, and it usually was, then whatever this sentry did to a human being was likely irreversible. If they were already submitted to Brainaic, then there was a close to zero chance of getting them back. Even with the tech they had available, even with the Legion ship filled with a surplus of medical equipment this century could only _dream_ of, apparently none of it was good enough.

Alex wasn’t sure what was worse, this intolerable wait or knowing, deep down, what would likely follow once the sentry was found.

And so, she busied herself with other things. _Anything._ She hadn’t wanted to disturb Kara so early in the morning, not when she’d only just been able to take a break from patrolling the city. Everyone she knew was asleep or busy, which made the fear in her heart only that bit more profound.

She found herself at Brainy’s desk, scanning through the information he had already collected. There was a lot, but hardly any of it had a direct lead to their investigation. The files that had been stolen from the database had no clear connections to Brainiac, but as she scanned the information available, she realised that the profile Brainy had been building for his ancestor was far less comprehensive than what she had been led to believe.

Brainy was capable of going into immense detail, there were times that Alex had found it difficult to get him to stop, especially if he was caught off on a tangent. She knew that Brainy was wary of sharing too many details about Brainiac, and she couldn’t imagine how difficult it must have felt for him, but even still, information right now was all they had to go on. With such few details emerging and with their search still ongoing to find the sentry infiltrating their own base of operations, Alex had thought Brainy would be more willing to outline what he already knew of his ancestor.

She ducked her head, sighing. He was stressed, she knew that, could see it in his tight body language, the way his eyes hadn’t remained still for a second since finding that probe buried on the outskirts of town. His emotions were still new to him, and she knew he was having difficulty, but if he wasn’t willing to tell them more about Brainiac - possible weaknesses, functions, a run-down of his abilities, then no matter what, they would be running into this blind.

It was growing later now, the sun having risen about an hour ago. Brainy would be in for work soon, and she could talk to him about it then. She only hoped that he’d actually reserve enough of his attention to listen to her.

* * *

Nia was worried.

She couldn’t keep replaying what Brainy had told her over the phone. About the probe, about Brainiac, about _everything._ She should have been worried about that, about the fact there was a mechanical parasite out there _somewhere_ right now capable of turning its host into a bona-fide techno-zombie.

But she wasn’t. All she could focus on was the way Brainy was curled against her chest, his breath easing out in soft exhales. Even in sleep, she could feel the tension in him, and if she had the ability to look inside of his mind as easily as J’onn, she knew she’d likely see an ocean of calculations Brainy was running even while he was snoring softly in her arms.

She ran her hand through his hair idly, the silky blond strands feathering through her fingers. Right now was the closest to peace she’d seen in him since three nights ago, and even that wasn’t saying much.

He was terrified, and _she_ was terrified for him. Brainiac was a shadow on Brainy’s life, the ancestor that had started it all, and yet she didn’t know what any of that meant. Not really. Since removing his inhibitors, Brainy had definitely spoken more openly about some things, but he was still so savagely private about certain aspects of his ancestral line. Nia had learned a little of Brainiac 8 - or Indigo as she was better known - and Brainy had even shared in part about his mother and father. But, Brainiac? Any time he was mentioned, Brainy’s expression was overcome with something so uncharacteristically dark, it genuinely unnerved her.

But, it did make Nia certain of one thing.

Brainy wasn’t just afraid of Brainiac.

He _hated_ him.

She was knocked from her thoughts some time past dawn when Brainy shuffled against her, a groan catching at the back of his throat. He scrunched his eyes, reaching a hand towards his head, ducking it into his palm. Nia frowned.

“Hey,” she said softly. “Does your head hurt?”

Brainy’s eyes fluttered; a brown glaze as he stared at nothing in particular. “No,” he murmured. “Just… crowded.”

He suddenly came to life, uncurling himself from her side. Nia sat up along with him, watching with a frown as he ran a hand through his hair.

“I should go,” Brainy said.

Nia raised a brow; even she didn’t need to be up for work for another thirty minutes. “It’s still early.”

“Even so, I will not sleep any further.” There was something nearly defeatist in Brainy’s tone.

Nia reached for his arm, squeezing it gently. He hadn’t quite made a move to stand yet, like he was still building himself up to it. His blond hair hung across his face, half shrouding his features, but Nia knew he was still tired, had seen the bags under his eyes even as he’d slept. She wanted to urge him to lie down with her, just for a little longer, but she knew him too well. If he said he wasn’t going to be able to sleep, then he wouldn’t.

She knew there was a lot on his mind, understood that he was needed at the DEO, but it didn’t make her feel any better about letting him go.

Brainy slid his legs over the edge of the bed, reaching a hand out for his Legion ring. Nia watched with interest as the small object rocked across the nightstand before lifting into the air, landing against his palm. She smirked as he put it back on, twisting it thoughtlessly. No matter how many times he did that, she was pretty certain the novelty would never wear off.

“Hey,” Nia said softly. “Let me know if you find anything, okay?”

“Of course,” Brainy said quietly, but she knew that he was already refocusing on his task. The way his eyes scanned the room told her that much.

Nia sighed, sitting up enough on the bed so that she could press her lips against Brainy’s cheek. Brainy blinked suddenly at that, half turning to face her. Nia couldn’t quite read his expression, she didn’t need to. Instead, she lifted her hand, running her fingers along her boyfriend’s jaw. Brainy sighed, closing his eyes.

“Be careful,” Nia said. “Please.”

Brainy didn’t say anything out loud, but he managed a small nod, reaching to take her wrist, squeezing it gently.

Maybe that hadn’t been the promise she was looking for, but under the circumstances, she supposed it would have to do.

* * *

Nia should have figured that once Brainy was gone, the likelihood of her getting back to bed was pretty much zero.

Not that she’d had that much sleep _anyway,_ but hey, she’d had worse nights. Getting used to her Naltorian abilities had resulted in some pretty awful sleeping habits.

She had time to kill, and considering she hadn’t had much luck with her visions the night before, she decided to get herself comfortable. Using the headboard to prop herself up, Nia crossed her legs beneath her, placing her hands palm-up against her knees. It was a good meditative practice to get into, and J’onn had spoken of half a dozen benefits to good posture when tapping into the subconscious, so she gave it her best shot.

Whether or not she remained upright once she entered the Naltorian dreamscape was a mystery to her, but as she closed her eyes, allowing her mind to relax, the world around her bled into the dark and her subconscious state barrelled through to the other end.

It was like a light switch.

One second, she was in the endless dark, the absence of light so thick that it was a struggle to wade through. In the next second, the world around her exploded into a sea of colours, desperately sorting through them as though she were travelling down the centre of a kaleidoscope. It kind of reminded her of those funky seventies movies with a groovy stoner soundtrack. She half expected to see flowers and peace signs morph between the colours brightly flashing before her eyes.

Instead, Nia was unceremoniously dumped out of the vibrant shades of pinks and greens, instead finding herself once more connected to a body. The force of the ground beneath her feet caused her legs to buckle and she stumbled awkwardly, holding out her arms to keep from falling over entirely.

Once she’d gathered herself, she glanced about her surroundings.

Her dreams could be pretty abstract at times, but this one appeared to have a sturdy foundation. The grass beneath her feet was dehydrated, crunching as she took a step forward. Large spires of an unknown city drove high into the sky in the distance.

It wasn’t a city on Earth, or at least, if it was, it wasn’t from their time. The buildings were tall and sleek, made of both metal and glass that glinted against a red sun, ricocheting light like vibrant flames far across the city skyline. Nia stared in wonder at it, spotting what appeared to be objects that might have been flying by those spires. Cars, maybe? _Oh,_ a flying train? That’d be awesome.

She shook herself. She had to focus.

She looked up, finding with a jolt of surprise that it wasn’t just the sun that was red, but the entire sky. A mass of tumultuous black clouds whirled above her head, twisting and turning through a storm of electricity and smoke. She could smell something like burnt ozone in the air, and a crackle of static danced across her skin, raising the hairs on her arms.

Nia swallowed. This didn’t look like a storm, at least not one she’d ever seen on Earth. It was far more foreboding, a clear warning flashing in the form of fire and smoke, eclipsing any chance of seeing the space beyond.

A great flash struck the sky, and Nia stifled the urge to yelp. With it, the black clouds opened up and a gentle smattering of rain began to fall.

But the rain wasn’t rain. Nia knew it the second it touched her skin. It wasn’t clear or clean and most certainly wasn’t cold against her face. It was hot, not quite unpleasant, but _wrong_ in some fundamental way she couldn’t quite understand. That is, not until she reached out her hand, cupping the substance as it continued to fall.

It splattered against her palm, the colour and texture of molten silver pooling between her fingers.

The longer she let it fall against her, the warmer it became. Nia hissed, letting go as the liquid spilled out onto the grass. It coated the dry tufts in an instant, puddling on the surface.

Then, the silver changed. Something thickened in the air and with it, Nia felt something blunt strike suddenly across her arm. She gasped in surprise, instinctively lifting a hand above her head as more objects pelted down over her. These objects were way colder than the rain that wasn’t rain, and they tinkled in the air above her, clattering together as they broke free from the clouds, spinning as they landed on the grass.

Nia chanced a glance above her head, finding that the objects twinkled together in dazzling shades of silvers and greys, catching further light against the burning sun as they fought for their place on the ground. They bounced, soared and spiralled as they hit down to the earth, collecting in small piles.

Mesmerised, Nia picked one up, realising as she held it between her fingers that the objects weren’t alien at all. They were coins, hundreds if not thousands of identical silver coins.

They weren’t a currency she was familiar with, and as she looked down at the image printed on the coin, her lips parted in surprise. Brainy’s face stared up at her, immortalised in silver. Warm eyes marred with a nervous energy she knew too well, hair that somehow looked windswept even in coin form. She ran her thumb over it, the bumps of the imprints across its surface.

She was compelled to turn it over.

This time, the face that stared back at her wasn’t one she recognised at all. A sharp nose, rigid jaw and eyes that were pitiless and black. Instead of hair, the man had strange metal protrusions adhered to his flesh. They didn’t look natural or comfortable and a wave of unease swept through Nia at the sight.

She dropped the coin as a reflex, watching as it hit the ground. The grass should have enveloped it, but the physics of her dream didn’t obey those of reality. And so, instead, the coin began to turn, over and over like a spinning top. The silver glinted as it began to slow, listing to one side, favouring one face over the other. Nia’s stomach was tight, hypnotised by the prospect of it stopping, compelled to keep watching until it landed for certain.

Then, she woke up.

It turned out she _had_ slipped down in her sleep. She lay crooked, back half against the headstand, half tucked against her pillow. She grimaced, reaching for the inevitable crick in her neck as she massaged the tight muscle. Her focus came back to her slowly, and Nia was immediately hit with a powerful wave of vertigo. She groaned, ducking her face into her hands. Maybe that hadn’t been the best plan with no sleep to her name. Even as she sat in bed, she could feel her dream grabbing for her, trying to pull her back into an unconscious state.

At the same time, her alarm went off, cutting through the silence of the bedroom like a shot. Nia groaned again, dragging her fingers down her face.

“I know,” she muttered. “I’m up.” She reached out, slamming her hand over the snooze button. The emotions of the dream danced and tugged at her mind, but they were already beginning to lose their sharpness. Still, the main aspects of the dream remained, details that she would need to note down before heading to work.

She sighed lowly into her hands, blinking experimentally.

 _God,_ she was gonna need a hell of a lot of coffee.

* * *

Alex felt like she was dreaming. She had to be.

But, the tests were conclusive.

The results had come in about half an hour ago, and it had taken twenty of those thirty minutes just for Alex to gain the courage to read the report in full. When she had, she reread it, then again, and again over and over until the words were lost to her in dashes of black on white. 

She blinked to clear her vision, shaking her head.

Every active member of the DEO had been tested _extensively;_ blood work, x-rays, plus the impressive array of futuristic scans Brainy had initiated when he’d first joined the payroll.

Alex read them once more, just to be sure. The truth was there, right in front of her face, begging to be seen.

No one within the DEO was infected.

What did that even _mean?_ Brainy had been so certain that the sentry had infiltrated the DEO, and Alex had to admit that his logic was sound. If Brainiac wanted a way in, wanted to study human advancements to the highest degree, there was no better place to start than the DEO. So where _was_ it? Where was this big bad that Brainy had been alluding to from the beginning? Where _was_ Brainiac?

Alex didn’t want to say it. Didn’t even want to _think_ it. So, she didn’t. Not until she knew that she had to. Not until Brainy walked in through the DEO doors.

And immediately made a beeline for his lab, ignoring her completely.

That was, unfortunately, becoming a pretty common habit of his. Although, Alex had a sneaking suspicion that Brainy wasn’t just avoiding her to focus on his work, not this time around. Especially not after she’d caught a glimpse of the shadows beneath his eyes.

With a sinking sensation in her stomach, Alex followed Brainy to his lab.

He had already logged into his computer set-up by the time she entered, his fingers a blur on the keys, expression narrowed as his gaze flickered across the text flashing across the screen. It was moving far too fast for Alex to read, but that didn’t matter. Brainy’s focus, as always, was entirely on Brainiac.

“I know you’re there,” Brainy said suddenly, not taking his eyes from the computer. “Do you need something?”

Alex’s lips twitched at that. Brainy’s voice was sharp, but she knew he didn’t mean it, just like she knew – for whatever reason – that he hadn’t slept at all last night. 

“You look like you could use some coffee,” Alex noted.

Brainy paused at that. He straightened his back, glancing over his shoulder. “Coffee?”

“Yes, coffee.” Alex fixed him with a look. “Rough night?”

Brainy only stared.

Alex sighed. “I didn’t get much sleep, either. I thought maybe you’d have more luck than me.” She shrugged, turning away. “Last chance on that coffee, by the way.”

“Alex.”

Alex turned her head. “Yes, Brainy?”

Brainy’s expression was still tight, but his eyes softened when she turned back to him. “You wished to ask me something else,” he said.

Alex smiled sadly at that. Brainy was getting far better at reading people. Well, no, maybe not _all_ people, but certainly the ones closest to him. 

She sighed, taking a step back into the room. “Everyone working for the DEO since the probe’s crash has been tested. Those tests came back about an hour ago. All results are negative.” Alex saw Brainy’s expression change immediately. She held out her hand. “Now, Brainy-”

Brainy turned from her, so suddenly that the movement was barely perceptible. In the same moment, he slammed his hands against his workbench. A sickening _crack_ filled the air as the top layer of the surface split in half.

For a moment, Alex couldn’t speak. Seeing Brainy lose his composure wasn’t uncommon, but acting out like this? She was reminded of the chunk missing from his lab’s wall, the rage that had tangled in his expression then, fit to burst.

He didn’t have quite the same rage in him now. Instead, he took in a shallow breath, running a hand through his hair. His fingers were trembling, but completely undamaged from the impact.

Numbly, Alex gestured to the workbench. “Did that make you feel any better?”

Maybe it was a childish thing to say, but Alex had learnt from an early age to ask it. Back when Kara had been young, new to Earth and her own abilities, she’d struggled with temper tantrums. Alex hadn’t been much better at that age; she’d been spiteful, jealous, a teenager filled to the brim with raging hormones and a dramatic flare for angsty mood swings. When Kara had acted out, used her powers in fits of destruction, broken things without meaning to, without _knowing,_ Alex had always asked her that. Not out of malice, not quite out of care, just an exhausted kid wanting to know if it _worked._

The answer was always no.

The look in Brainy’s eyes told a similar story. His jaw unclenched and he dropped his hands, curling and uncurling his fingers in a repetitive fashion. He took in a deep breath, closing his eyes, locking it tightly in his chest. It was a technique Alex was growing familiar with after seeing Kelly bring her work home with her one too many evenings. After a long moment, Brainy let out the air in his lungs in a slow, practiced exhale.

“That bench needed replacing anyway,” Alex said, hoping against hope to lighten the mood. Brainy’s lips twitched slightly, although he didn’t smile. Alex sighed. “Brainy, I know this is hard for you. Believe me, it’s hard for all of us. I think-” This wasn’t the right time to say it, but there would never _be_ a right time. Alex swallowed sharply. “I think, for right now, we need to take a break.”

Brainy’s eyes snapped open. “ _What?_ ”

“Brainy,” Alex said again, strengthening her voice. “We have to put everything we know into account here. You’re working yourself sick and I still have an organisation to run. I’m not saying we ignore this, but we have to start moving our focus to the here and now.”

“Brainiac _is_ our here and now,” Brainy said solidly. He stared at her, a look of profound hurt in his eyes. “You don’t believe me.”

Alex’s jaw hardened. “I believe what you’ve told me about Brainiac’s strategy, but Brainy-”

“Then you don’t trust me,” Brainy interrupted. He turned away from her, leaning heavily just shy of his shattered workbench. “Which is _worse._ ”

There was no malice in his voice, instead he sounded on the verge of tears, his tone so hollow it was close to heart-breaking.

“Brainy, that is _not_ what I mean. All I’m saying is that we have to look at what we have here.” Alex gestured to the doorway. “My field team have no idea what’s going on, but they’ve all been cleared on the scans. Scans they weren’t even fully _briefed_ on. I can’t keep them from active duty any longer and I most certainly can’t put everything on hold for a threat that might-”

Her throat caught, but Brainy heard it. He didn’t look at her, the tension running through his shoulders was enough to allude to his mood. His fingers scratched against the workbench, threatening new scars in its surface. “Say it, Alex,” he said lowly.

Alex’s eyes narrowed. “That-that might not come,” she managed. Despite the strain in her voice, she forced it to carry, bouncing off the walls of the lab like some kind of morose phantom.

Brainy made a sound at the back of his throat. He turned from his work bench and Alex knew he was fully intending on walking out of the room on her. As he made his way past her, she reached her hand out, grabbing his arm.

Brainy jerked at the contact, pulling his gaze to hers bitterly. The betrayal in his eyes was hard to look at, but Alex ignored it. She was the goddamn Director of the DEO, she _would_ be heard.

“Listen to me,” she said forcefully. “I am on your side, Brainy, one hundred per cent. You say this probe is from Brainiac and I won’t dispute that. Do I think you’re keeping things from me? Yes. I do. But I can’t focus on that any longer because there are other threats happening in this city _constantly._ It feels like they haven’t stopped since the _Crisis,_ and you know what? Maybe it never will. Supergirl can’t do everything, the DEO is here to protect the citizens of this planet, and so long as you work for the DEO, that’s your job as well. Do I make myself clear?”

Brainy’s eyes were dangerously dark, but after a moment’s consideration, he nodded stiffly.

There was something forebodingly familiar about this interaction, and Alex was reminded once again of what it had felt like last year, when Brainy had been so new to this century, to the operations of the DEO. A superhero out of his own time trying desperately to play along to a new set of rules and failing dramatically, whether they were work-related or more in the realms of social interaction. Brainy’s interest had always been in protecting people, and Alex knew that in his mind’s eye, his obsession with Brainiac was exactly that.

But that was the thing. It was an _obsession._

When Brainy made no further objection, Alex cleared her throat, squeezing his arm. “Now that you understand, I need you to help me out here. I need to keep this base afloat, so I have to keep despatching teams and staying ahead of attacks in the city or else Lex is going to start asking questions, of which _none_ of us want.” She shuddered at the mere thought. “I’m sending a team to investigate some electrical disturbances that we think might be related to some stolen alien tech. I need you on comms, Brainy, they need to be guided by someone who knows what to look for.”

“I-” An argument was on the tip of his tongue, Alex could see it. There was a close to desperate look in his eyes, eyes that were bruised with an exhaustion that was clearly aggravating his mood. Alex felt bad, of course she did, but this was all she could think to help him. He needed a distraction, he needed to focus on something other than what was clearly tormenting him so much. At least for a little while.

Honestly, they all could.

Finally, Brainy bit his tongue, ducking his head in a succinct nod. “Of course,” he said, his voice louder than Alex thought he’d anticipated. “I will- I will get on that immediately.”

Alex offered him a smile. She squeezed his arm once more in what she hoped was reassurance before dropping her hand. Brainy’s lips twitched, his gaze flickering over hers, but that was all he was willing to give. She didn’t necessarily blame him, not with everything that had been happening, but a part of her wished there was something more she could say, a way to calm him of his nerves, to reach through to him in some way, let him know that she was _there_ for him.

Before she had the chance, the moment was over. Brainy returned to his work space and Alex dutifully took hold of operations once again.

* * *

To her credit, Kara could have probably looked a little less curious if she’d tried, but honestly, she didn’t want to.

It had felt like an age since she’d had a chance to actually focus on her work at CatCo, even though it had only really been three days. Alex had sworn her off Brainiac patrol for the time being, which was a little unnerving. It was true she and J’onn hadn’t found anything, and from what Alex was saying the DEO was a dead lead too. But the image of that probe in Brainy’s lab, the way the metal seemed to be writhing with a life of its own… Kara shuddered just thinking about it.

Something was coming, maybe this meant they had more time to figure it out, maybe not, but she wasn’t a fan of running about and _pretending_ not to focus on the elephant in the room. It reminded her of what Barry had said about the Crisis. Back when their Earths had been separate entities, Earth 1 had been given a heads-up for all the crazy that had been about to occur. Hearing tales of what Barry and the other heroes had had to do to remain sane, to focus on current threats even whilst the greatest hung over their heads like a great invisible beast…

Was that what _she_ was doing now?

Well, no, not exactly. What Kara was doing _right now_ was staring at Nia as she battled her way to her desk with four ( _four!)_ coffees bundled in her arms. She managed to set them down just shy of spilling her fourth and final cup all over her desk. She hardly seemed to care about the close call. Instead, she grabbed the closest cup and started chugging.

Kara winced. She’d seen this behaviour from Nia a handful of times, mostly due to her powers, especially when she’d hidden her abilities from everyone. Now, Kara wondered if the cause for her caffeine binge hit a little closer to home.

“So,” Kara said as she appeared in front of Nia’s desk. She hadn’t used her speed, but Nia jumped regardless, nearly pouring tepid coffee down her front. “I can’t help but notice that there are four cups of coffee on your desk.” Kara gave them each a scrutinizing look, picking them out individually with her finger. “Is at least _one_ of them for me?”

Nia stared at her for a solid second before putting her coffee down. She sighed. “On any other day, I’d say go right ahead. But, today?” Nia’s expression darkened. “They’re mine.”

Kara folded her arms. “Alright, what happened?”

Nia groaned, pushing her face into her hands. “Do we have to talk about it?”

“Nia, you have enough coffee here to give a baby elephant a heart attack. We’re talking about this.”

Nia made a muffled sound into her palm. “It’s Brainy,” she said, reaching blindly for her coffee again. “He’s- he’s so worried about everything and-” She paused with a frown. “Wait, you know everything, right?”

Kara glanced about herself before she leaned in, lowering her voice. “You mean Brainiac, the sentry, possible world domination?” She rolled her eyes. “Just a normal day in National City.”

“Good,” Nia said, closing her eyes. “That’s good.”

“Nia?”

Nia perked up again, jerking her coffee to her lips. “ _Right._ Sorry. It’s just, I want to do _more_ to help, but my dreams, they’re…” She sagged in on herself, shrugging. “Let’s just say they’re not exactly giving me the answers I was hoping for.”

“But they gave you something, right?”

“Well, yeah. I _think._ But it was _about_ Brainy. And it was a warning.” Kara watched as Nia took another large gulp of coffee. “I want to talk to him about it, but then maybe that’ll just worry him even more.” She placed her cup back on the table, grimacing. “He’s not been sleeping well, and honestly I’d normally sleep through anything, but this is different. He’s hurting, and I just can’t do anything to help.”

“Hey, that’s not true,” Kara said, frowning. “Nia, of course you can. Just you being there for him is helpful. Brainy might not always be good at communicating, even without his inhibitors, but he knows you’re there for him and trust me, that’s a _lot._ ” She offered a small smile. “Now, be honest, do you think that the dream told you something important?”

“I think so- maybe?” Nia looked up, eyes hardening. “Yes.”

Kara grinned. “Then tell him! Maybe you can figure it out together and, even if not, it’ll give him something to focus on that actually has an answer you can both work towards.” Kara sighed. “Look, not every battle can be as easily fought by kicking your opponent’s ass. For Brainy, his opponent _is_ him. Fear, worry… even anger, those are a lot harder to beat. But, hey, if I’ve learned anything, it’s that everyone gains an upper hand when they’re supported. Brainy knows he has us, but maybe he could use to be reminded every so often.” Kara winked. “I think for this, the best thing you can do is talk to him.”

Nia sighed. “I don’t know if we’ll ever get the chance. He’s so focused on work and when he gets home, _if_ he gets home, I’m already asleep.”

Kara glanced at Nia’s cell phone. “Y’know, you _do_ own a phone. And, guess who _else_ owns a phone?” She made a dramatic gasping gesture, bringing a hand to her mouth. “Could it be? I think it could.”

Nia’s eyes narrowed. “Thanks, I get the point.”

“Thought you could use the push.”

Nia sighed. “I know I should,” she said reluctantly. “I want to, it’s just, what if-”

Kara held up her hands. “Hey, no buts, or what-ifs or _anything_ in between. You won’t know anything unless you bite that proverbial bullet and _talk to him._ ”

Nia bit her lip, clenching her fingers across her phone. “Okay, guess that’s my lunch break figured out.” She glanced up. “Thanks, Kara.”

Kara beamed. “Hey, no problem at all.” She surveyed Nia’s coffee selection before grabbing one at random, spinning on her heels. “I’m taking this as payment.”

“Hey!” Nia called out, but Kara was already halfway back to her desk.

* * *

Brainy’s eyes bounced fervently from screen to screen, controlling one keyboard physically whilst implementing commands into the other directly through his interface.

Something was _missing._ He could feel it, like a dipping sensation in his stomach every time his mind so much as brushed against the firewall. The corrupted files from yesterday were just as unsalvageable as before, but now there appeared to be more data that was damaged, spreading outwards from what he had thought was a contained source. A virus, perhaps? Had something managed to infect the DEO database without his knowledge?

Brainy ran another virus scan, doubling down on his theory. There was nothing within normal detection parameters, but perhaps if he enhanced the scan by linking fully with the computer’s systems…

Doing so would expend far more of his attention than he would normally output, and Alex had ordered him to keep in contact with the away team she currently had posted in the centre of the city. The electrical surges _were_ intriguing, and the prospect of stolen alien tech being accountable for such disorder was something Brainy was very interested in investigating.

Irritation bubbled in his chest. He should be capable of doing both; uninhibited, his connection to the Big Brain should have – in theory – given him the enhanced strength to carry out both trains of thought with an almost limitless capacity.

But he was tired. His functions were lagging, snagging against several biological factors, needs that he was unable to satiate. Exhaustion tugged at his mind, and the voices of his ancestral line only further aggravated his mood.

He was loyal to the DEO, loyal to Alex, and he knew he had acted impulsively before; _rudely,_ even. He regretted his actions, but when Alex had told him that yet another lead of theirs had failed, the anger that had been festering for so long, the budding agitation against everything Brainiac had created… he’d needed an outlet, and he’d found it in the destruction of his workbench.

It was not healthy, he knew, and he was grateful Alex had not berated him for it. Even still, what she had told him, to ignore Brainiac’s threat, to _focus_ on other things. Well, he did not feel an inkling of guilt for overlooking that particular order.

Still, he had to protect his people first, and the team Alex had in the field were under his watch. He could not abandon them.

_Not your people._

Brainy’s lips thinned into a sneer. “More so than you,” he muttered, using the _tap tap tapping_ of his fingers against the keys to drown out the noise.

He had tapped into the security cameras around the area of which the DEO team had been placed, allowing a second sight to keep watch on them with minimal effort. Even still, reviewing the enhanced virus scan at the same time would mean abandoning his sensor search for Brainiac. An in-depth facial analysis was underway with every security camera the DEO had access to – and others that they did not – but even still, cameras did not hold every angle, could not capture every micro expression, every possible host to the sentry.

He needed assistance. If he was to succeed, he needed someone who could scan the city far more adeptly than he.

He needed Supergirl.

Something bitter lingered on the back of Brainy’s tongue. Kara trusted Alex’s judgement; she was loyal to her sister in the same way Brainy felt that he was.

…Most of the time.

But this particular time warranted a white… _lie_.

Was it even lying if Alex never found out in the first place?

_No._

“Finally, something we can agree upon,” Brainy said with a smirk, drawing out his phone. He could only hope that Kara was willing to trust him on this.

Brainy calculated that Kara would still be at work. There were no current crises in National City that demanded Supergirl’s attention and with Alex having cut off all searches for the sentry for the time being, it was easy to conclude that she would be at CatCo and not in the midst of something dangerous or all-too time consuming.

Even still, he felt nervous. As he had surmised, Kara trusted her sister. How far would that trust be extended to himself?

Kara picked up on the second ring. “Brainy? Hey, is everything alright?”

Brainy was about to query this when he bit his tongue. All things considered, things were _not_ fine and he most certainly did not have the time to expend going into detail. Instead, he said, “I require your assistance.”

“I- of course, Brainy, what do you need?”

Brainy felt some of the tension loosen at that. He gritted his teeth. “I would suggest that before you agree to anything, you understand what it is I need. There is- there’s a _catch._ ”

Kara’s voice was gently entertained. “A catch, huh?”

“Indeed.” Brainy straightened in his seat. “What I need must be carried out in the utmost secrecy. Alex cannot find out.”

“Why? Have you pissed her off?”

“No!” Brainy paused, relating back to his earlier conversation with her, the frustration that still bubbled inside his chest. “I-, well, _yes._ But that is unimportant. I need you to continue your search for the sentry.”

“Hasn’t Alex issued a cease and- oh. _Oh._ Right.”

Brainy tapped idly at his desk. “Will you do it?”

“Well… I believe that _something_ could be out there right now, and no matter what Alex says, if we leave it unchecked for too long…” Kara drew off. “I-I don’t know much about Brainiac, and I know Alex has the DEO’s best interests at heart, but the city doesn’t need Supergirl right now so, yes, Brainy, I’ll look into it.”

Brainy sighed out in relief, ducking his head. “Thank you.”

“What exactly is it you want me to look for? You weren’t that clear before.”

“A sentry can almost perfectly integrate with any biological or mechanical system it comes into contact with, but there should be signs of it within its host.” Brainy drummed his fingers rhythmically in a bid to expel his nervous energy. “On a human, it would likely connect itself to the base of the spine, travelling up the brain stem to target the cerebral cortex, aligning itself with the primary motor cortex to take control of its host. I need you to use your x-ray vision to scan as many humans as you can within the vicinity of the crash site.”

Brainy could practically hear the frown in Kara’s voice. “You think it’s hiding in wait?”

“I think I cannot trust the information I had stored of my ancestor.” Brainy grimaced at the thought. “I… I always understood him as something of a prideful monster, someone who took great joy in having others witness his misdeeds, his-his acts of twisted science. Every simulation I run with that interpretation intact tells me that the sentry should have shown itself in some way, but I can find _nothing._ ” Brainy paused, his fingers stilling by his keyboard. He lowered his voice. “There are… holes in the DEO database that are unnerving me. No one here appears to be affected and yet…” His jaw clenched. “Something is wrong, Kara, and we need to start from somewhere. Will you help?”

“Brainy, you don’t even have to ask,” Kara said gently. “I’ll do everything I can to help you find this thing.”

Brainy’s chest unclenched so suddenly that he had to stifle the urge to sob. He ran a hand along his eyes. “Thank you, Kara, that- that means a lot.”

“Can you do me one favour, though?”

Brainy’s hand fell from his face. He frowned unsurely. “What do you need?”

“For you to get some sleep. _Proper_ sleep.”

Brainy’s mouth fell open. “ _How-?_ ” His eyes narrowed accusingly. “You spoke with Nia, didn’t you?”

“Well, when she came to work with enough coffee to feed the office, _of course I did._ She’s worried about you, Brainy! _I’m_ worried about you. I know you want results, and I know you’re scared, but please, trust that your friends are here for you, that we’ll support what you’re trying to do.”

Brainy’s lips twisted grimly. His fingers tightened around his phone. “And yet Alex…”

“Alex is the Director of the DEO, and sure, right now she’s asking that we slow down on the sentry search, but she has a lot to deal with. National City faces a lot on a day-to-day basis.” Kara’s voice softened. “You know that.”

“I do.” Of _course_ he did. Since joining this century, this organisation, it felt like no day was quite like the other. Aliens, humans, it did not matter, there was always some kind of crisis, some necessity for the DEO and Supergirl, for Dreamer and J’onn. They were a…

_Team._

Brainy sighed. “Of course I understand what Alex has been going through, I just-” A childish part of his mind wanted to just say it, admit how exhausted he felt, how _drained_ he’d been since his ancestors had started to resurface. Every action he took felt like wading through water with weights chained to his legs, and the processes he should have had access to were lagging or at insufficient outputting strength. He was losing his ability to perform to an adequate degree, but he _had_ to, he _must._

“Just?” Kara prompted quietly.

Brainy gritted his teeth. “It’s unimportant,” he muttered. “But I appreciate your concerns. I will… consider your words and try to sleep a sufficient amount tonight.”

“I’m sure Nia would also sleep better knowing that.”

Something softened in Brainy’s chest at that thought. He sighed, closing his eyes. He had kept Nia awake last night, his mind had been so overpowered with what had transpired in the sky that even with closed lids his consciousness had never fully left him. He had been aware, in part, of Nia’s hands in his hair, of her soft breathing not quite low or lulled enough to suggest she had actually fallen asleep.

He’d caused this. He didn’t want to worry her, didn’t _want_ to keep her up at night.

There was nothing more that he could say, and he suspected Kara knew that, for a moment later she cleared her throat. “Look, Supergirl will start this search for you, but please take care of yourself, Brainy. I’ll call if I find anything.”

“Thank you,” Brainy said, before hanging up. The moment the phone was on his desk, he sagged forward, fingers clenching and unclenching by his keys.

The voices had played like static during his conversation, but the moment Kara’s voice was no longer present, they took the forefront of his mind once again, as though they had never been shifted in the first place. Brainy bit the inside of his cheek, returning his gaze to the screen.

He would follow Alex’s orders, he would look after his team.

But he did not just have one. Kara, J’onn, Nia, they too were a team. Vigilantes, heroes, each who had concerns for him. Kara would support his search, and it would allow him the energy to run his extensive scan on the DEO’s mainframe.

And, at some juncture, he would heed Kara’s words.

Just… he was unable to calculate _when_ exactly he would have the _time_ to-

He nearly jumped when his phone began to ring again. Brainy stared at it numbly, realising belatedly that it was Nia. Attempting to shake the negativity from his mind, he answered, swallowing dryly. “Nia?”

“Brainy. I need to talk to you.”

Brainy frowned. “Okay… let’s talk.”

“Can we do this in person?” Nia asked quickly. “What I have to say, it’s kind of complicated. About a _dream_ I had?”

Brainy’s eyes widened. He understood Nia was likely calling from a public environment, especially considering the layout of her office floor. He paid one final passing glance to his computer screen before nodding rigidly. “Of course,” he said.

“Great, I’m heading over now.”


	5. Chapter 5

**Notes for the Chapter:**

> And I'm back! Again! I think I edited and re-edited this chapter more times than I can count before I was finally happy enough with it to publish. But hey, it's nice and long so hopefully that'll make up for it! I hope you guys enjoy!
> 
> As always, thank you for your support. Comments and kudos really do mean the world to me. Any feedback is always greatly appreciated!

The second Nia had got off the phone with Brainy, she was already heading out the door. She felt a little bad about ditching Kelly for their lunch meet, especially considering the fact she was heading over to the exact building her girlfriend had been cooped up inside for the past few days, but it couldn’t be helped. She needed to do this, she had to speak to Brainy about her dream and, maybe on a more personal level, she had to know that he was okay.

It was for that reason she made a slight detour on her way over to the DEO.

“Alright,” she said, after bypassing visitor security and barging directly into Brainy’s lab, “I come bearing pizza and coffee.”

Brainy had been working on his computer when she entered, a set-up that definitely hadn’t been there the last time she’d visited. Nia stared at the various screens flashing with blocky green text, fonts that continued to move in uninterrupted horizontal lines even after Brainy swivelled in his chair to face her.

He stared at her in confusion. “I thought that we were meeting to discuss your dream?”

Nia noted the bags under his eyes, somehow more prominent than this morning. She hid her reaction carefully, meeting his gaze firmly. “Brainy, what time do you think it is right now?”

Brainy’s frowned deepened as his eyes scanned ahead of himself. He froze suddenly, looking up at her apologetically. “One,” he said quietly, shaking his head. “I didn’t even realise…”

Brainy tended to lose time when he got immersed in his work, but Nia could tell that after a night like the one they’d shared - well - if _she_ had been spacing in an office filled with people, she could only assume how he’d been feeling working alone in his lab.

Well, that was about to change.

She came forward, planting the pizza boxes and coffee tray on the table. “Which is exactly why I brought lunch with me.” She was also pretty sure she was starting to get a bad rep at her go-to coffee place considering the extra shots of espresso she’d asked for. There was only so much she could get away with before the barista started thinking she had a dependency problem. Which was, okay, only _kinda_ true.

Nia saw the faltering look in Brainy’s eyes as he regarded the food. “Nia-”

Nia raised her hand. “Before you say it, yes you do have time for this. Don’t think I didn’t notice you didn’t eat anything this morning.”

“How are you to know I didn’t eat here?”

“Because you phrased it like that,” Nia deadpanned.

Brainy rolled his shoulders in affront, setting his jaw.

Nia offered him a smile. “Hey, you’re an expert multitasker, this should be a piece of cake for you.” She reached for the first pizza box, flipping the lid open. She hoped that the smell of apples and olives would catch his attention. “Come on, I got your favourite.”

Brainy eyed the pizza with a look of longing before eventually admitting defeat. He took one of the coffees gratefully, and although he only started with one slice of pizza, Nia couldn’t keep the smile from her face when he finished it before she even had a chance to start on hers.

When Brainy was settled and fed, Nia took up a seat on his workbench, carefully avoiding a damaged section of it that she was definitely going to ask about later. For the moment, she picked at her own pizza, explaining the dream with as much detail as she could recall with help from the notes she’d quickly copied over onto her phone.

By the end of her explanation, Brainy was sat forward in his chair, fingers interlocked beneath his chin. His eyes were wide, fascinated, if not a little unnerved.

“Silver coins,” Brainy said slowly, reaching to take a sip of his coffee. “With my face on them?”

“On one side,” Nia corrected, shifting on the bench. “On the other was… Well, he didn’t look anything like you, exactly, but I don’t know, a part of me felt like he was connected to you somehow.” She lowered her voice, ducking her head. “He had, um, a bald head and these horrible black eyes like, like there was nothing in them at all. And there was this stuff on his head.” She gestured to her own head for emphasis. “These metal plate things, kind of like implants, I guess, but they were all visible on the surface.”

Brainy’s chest stiffened at that, and Nia watched as he carefully placed his coffee on a more stable surface. A brief tremor ran through his hands that he quickly righted.

Nia could see the panic in his eyes, the slowly mounting fear over the description she’d just given. She swallowed. “It was Brainiac, wasn’t it?”

“When the coins fell, which face did you see?” Brainy asked immediately.

“Neither,” Nia admitted. “I woke up before they could stop spinning.” She shrugged. “Kind of like _Inception_. Except, I’m pretty sure this is real.” Nia watched Brainy’s eyes scan ahead of himself again, a far away look cast across his expression. “Brainy?” she asked tentatively.

Brainy’s head jerked up. “I suspected you might see him,” he murmured before lowering his head again, pressing his face into his hands. “I am so, _so_ sorry.”

“Hey.” Nia slipped from the table, reaching out for her boyfriend’s shoulder. “Brainy, I’m not scared. I mean, I am, but mostly I’m worried. Both of your faces showing up like that on the same coin, there’s a few meanings, none of them good.”

“I would imagine it is due to my ancestral memory,” Brainy said, lifting his face gingerly from his hands. He winced, running a hand along his forehead. “They are all so much _louder_ now. I have not heard Brainiac’s voice, exactly, but… but I would not anyway. My family speak in the sense of the collective. They are stronger now I am connected to the Big Brain. It’s a network of information, a way to solidify a Coluan’s thoughts and understanding. It connects us, in a way, but because of the kinds of people my family are, I do not house positive thoughts of my past.” Brainy clenched his teeth. “My ancestors, they use every opportunity of my fractured state of mind to dig further into my thoughts. I hear them as a collective, and they are as much Brainiac as the real deal.” He closed his eyes again, and Nia’s heart sank to see the bruising dashed across his lids. She squeezed his shoulder, moving close enough that Brainy was able to lean his head against her side.

For a moment, they stayed that way. If it hadn’t been for the clear tension knotted into Brainy’s body, Nia could have kidded herself into thinking he’d drifted off with his head tucked against her. Instead, Brainy sighed heavily. “I said before it was draining my energy, now I am one hundred per cent certain. I cannot focus to my optimum efficiency; I have had Kara go against Alex’s back to assist me. Even you,” he shifted, looking up at her with stricken eyes, “what I have asked of you is… is selfish.”

Nia stared in surprise. “Brainy,” she said. “I _want_ to do this, and if Kara’s helping then so does she. I want to do whatever I can to figure this out together.” She squeezed his arm a little firmer. “Teamwork, remember?”

Brainy nodded sharply, but Nia knew her words hadn’t exactly sunk in. He was still being too critical of his thoughts, that was clear enough in his expression. Brainy cleared his throat suddenly, glancing away. “What else was in the dream?”

Nia bit her lip, running her hand along his arm. “The sky was red and there were electrical storms above my head. I know it was warning me about Brainiac, but I think it was a warning to you, too.” She frowned. “You’re burning yourself out, Brainy.”

“I can’t stop,” he said softly, his eyes still so far away. “Even if I wanted to, with the collective so _loud._ ”

The strike of anguish in his voice led Nia’s gaze back to Brainy’s workbench. The cracks on the surface could have been caused by a number of things considering some of Brainy’s more ambitious projects, but there were no burns imprinted there, no tears that could have been caused by something sharp piercing through it. It was blunt force, and Nia was reminded of the way Brainy’s fingers had trembled before, the agitation that was slowly building inside of him even now…

“I know what it looks like.”

Nia started, turning to find that Brainy had followed her gaze to the table. “I agree with what you must think,” Brainy continued steadily. “I am not- not in _control_ as I should be. With my energy so low and my emotions so… so _erratic,_ I find that the anger keeps returning.” His eyes clouded suddenly, and Nia’s heart twisted as he looked away. “I-I hate it.” He shook his head, lifting his hands in front of himself, only to discard the action a moment later with a dismissive sigh. “But, I cannot _stop_ feeling this way. It is exhausting.”

Nia desperately wanted to do something for him, to allow him the peace he needed to get some decent sleep. She reached out for him again, running her hand along his back; he was irritated, and even though Nia knew he wasn’t quite used to feeling so strongly, he didn’t shrug her hand away like she half expected he might. Instead, he leant into the contact, tense and exhausted against her. Nia drew her hand upwards, threading her fingers idly through her boyfriend's hair. She smiled when he closed his eyes, sighing softly.

Suddenly, something came to mind.

“I have an idea,” she said.

Brainy turned his head up to her, blinking warily.

“Remember how when you were getting nightmares after Lex’s warehouse, I took you into my dreams?”

“The Naltorian dreamscape,” Brainy murmured. “Your mind palace.”

“Would your family be able to reach you there?”

Brainy drew from her suddenly, narrowing his eyes. “It would be… harder.” He shook his head, glancing back towards her. “Nia, I don’t want for you to expend your powers on something so trivial.”

“ _Trivial?”_ Nia snorted. “Brainy, I love you and I want to help. You don’t even need to ask, I’ll do this for you.”

“Nia-”

“Tonight, we’ll figure this out together, okay?” She didn’t wait for him to answer, instead she bent down to meet him in his chair, pressing her lips against his forehead. She didn’t miss the flutter of his eyelashes, the smallest flash of relief in his expression.

“…Okay,” Brainy said softly as she drew away. “Tonight, then.”

* * *

Kara wanted to help Brainy, she really did, but after three hours of searching to her name, she couldn’t say she’d exactly got very far.

Scanning people individually wasn’t easy, and although Brainy had been very precise about where on the body she needed to be looking, people generally moved around too much to get the clearest picture. Still, of everyone she’d scanned so far, she’d found no likely candidates.

If anyone had been infected, Brainy had been adamant that it would be in the town closest to the crash-site. No one else would have been within the sentry’s vicinity, and considering the dirt road closest to the crater didn’t get that many visitors, Kara had to agree it was unlikely the sentry had hitchhiked its way through city boarders.

So, when all else failed, she decided to take the more straight-forward approach.

Supergirl had visited the town before – usually because she was stopping debris from crash landing or deterring a particularly adventurous foe – and it warmed her heart to see people stop to greet her as she touched down on the nearest street.

After taking a few photos with some neighbour kids out on their bikes, Kara set to work, asking any and every one she could about weird occurrences, taking the opportunity to scan any individuals she could to get a better read on the town. Hardly anyone she spoke to even recalled the ‘meteor crash’, and the few that did said they hadn’t been anywhere near the site.

A few eager kids showed her photos they’d managed to take, but the DEO had been in and out by that point and the hole in the ground was exactly that. Nothing but an empty crater.

Brainiac didn’t strike her as the kind of enemy that could distinguish between adults and children, and so she was more than relieved to find that none of the kids had been infected with anything. She did snag copies of some of their photos, hoping that Brainy might be able to blow them up a bit to get a clearer picture of anything that could have been missed at the site. It was unlikely, but Kara was honestly running out of ideas.

But, she refused to lose hope. She trusted Brainy’s judgement, but she also understood Alex’s perspective. Brainy was definitely keeping intel from them, whether he was fully aware of it or not didn’t matter.

The way he’d looked at her when he’d first begun talking about Brainiac back at his lab still unnerved her. It was like she’d done something wrong, almost, without her knowing exactly what it was she was meant to have done. Something struck her as monumental about that moment, like maybe if she’d said or done something differently, Brainy might have told them more about his ancestor.

But he hadn’t, and even though he was giving them _something_ , it still felt like crumbs. Alex had expressed her worry for him, the way he’d locked himself in his lab, and if the bags under Nia’s eyes were anything to go by, Kara knew he was bringing his baggage home with him. She only hoped her advice to Nia would pan out; she’d seen her heading off towards the DEO as Kara had headed out for her own slightly _longer_ ‘lunch break’ plans.

She still felt in the dark, though, and with every person she spoke with, the more and more she began to grow weary of where this was headed. If no one in the town was infected, and if Brainy’s scans came out with no further clues then, what next? How much time would they be given if Brainiac decided to just _turn up_ in their solar system?

Yet again, she was reminded of Crisis. Brainiac could take this planet from them, Kara had seen a variant of Coluan shrinking technology when Brainy's doppelgangers had ended up on their Earth, and the memory of that other Earth bottled away in a glass tube still sent a shudder down her spine. They couldn’t afford to be unprepared.

_Not again._

Kara shook herself. She couldn’t focus on that. For right now, she would do what she could to support Brainy’s theory. If not, then she’d need to talk with him. Maybe… maybe they all would.

 _El Mayarah._ Brainy had reminded her of that just last year. She smiled grimly as she headed to the next street over. She was beginning to think he might be the one in need of a gentle reminder right about now.

* * *

Brainy had wished that Nia could have stayed longer.

After their conversation, Nia had helped him work on his analysis of Brainiac. He still hadn’t shared everything, still wasn’t even sure how to breach the subject of it, but he had given Nia enough information that she was able to add to what he had already compiled. Which was… _limited._ She had also attempted to gain another vision with the bonus of her proximity to the probe, but had been unable to find anything conclusive.

“It’s like there’s interference,” she’d said, eyeing the probe warily. “I hate that thing.”

“I hate it too,” Brainy had agreed.

It was worthless without its sentry and yet Brainy could not simply throw it away. It was still made from his materials, still held a connection – however small – to Brainiac-prime. Unfortunately, whether or not it was enough to track him via psychic intervention didn’t matter, because it appeared to be cloaked in some way. It was all Brainy could think to explain why Nia was unable to get a direct read from it.

And then, all too soon, she’d had to return to CatCo. She’d kissed him goodbye with the promise that she would help him that coming evening, take him into the Naltorian dreamscape where his ancestors would be less willing to follow.

Brainy hoped it would work. As much as he did not want Nia expending her energy where it was already beginning to dwindle, he knew that if it worked, it would benefit them both.

When she was gone, though, Brainy was left once more to his own devices. It was strange, he only realised how _lonely_ it was to be working isolated in his lab after having the rare opportunity to spend his time here with someone else.

Which only left his mind to wander down darker, dangerous avenues.

Kara had texted him updates all afternoon, none of which were very insightful. No one she had spoken to had any information, and the few photos she had sent to him from various unexplored angles of the crash-site heralded no new data. He was at a loss and, with it, came the agitation.

Was Kara, too, beginning to lose conviction on their search? Would she turn her back on him as Alex had?

_She abandoned you._

Brainy gritted his teeth, driving a hand towards his head. No, _no._ She had not. She was on his side, and he knew, he _knew_ she wanted to believe in him. But he had not divulged all that he could to convince her of that.

But wasn’t what he had given enough? Surely, she knew of Brainiac, understood from the information Brainy had given in the past. Knew simply because she had fought Indigo before. But Brainiac’s power extended far past anything Indigo could ever hope for. He harnessed abilities rare even for Coluans, all because of the advancements to his body adhered to him by the tyrants who had sought to use him-

Oh, how that had backfired.

Brainy had read the reports, heard the stories. So many of them, intermingled over time. It was hard to say what was true or false. Only Brainiac’s tainted legacy remained. His kin, his clan, and of course, Brainiac himself _._ For his life was long, and in the twenty-first century, it had only just begun.

Brainy abandoned his work, finding he could only pace, desperately alone and yet unable to call upon anyone. He wanted to talk to Alex, but he feared it would do no good. She was tired, clearly, and so was he. When the two of them were both irritated, they seemed to rebound from one another like opposing forces. It would only aggravate matters further.

He paused, suddenly.

Oh. _Oh._ It was simple. Of course it was. He desired conversation, to bounce off of a mind as adept as his own. He required a means to work out his thoughts, to understand if there was another outcome he had missed, a way of bringing Alex around.

And the answer was in his _head._ Or, perhaps, more literally, in his chest.

And so, moments later, there _he_ stood – with his ridiculous yellow boots, pony-tailed hair and impish smile and, and Brainy had missed him so _much._ Hadn’t realised it was possible to miss speaking to one’s alternate self. He supposed it was not something most people ever experienced.

He was in a unique situation. One of which he could have used to call upon either of his doppelgangers, his female counterpart from one destroyed Earth, or, or, the Querl Dox that Brainy found both fiercely aggravating and yet charming in his own way. A Querl that was laid back, open-minded and entirely forthcoming with his emotions. He flirted unapologetically with anyone who passed him by, but in a playful good-natured way that seemed to win over everyone. And now, Brainy found himself reaching for that version of himself, desperate for the connection of a mind like his own. Perhaps, perhaps this was a way to stabilise himself. If he could speak to someone who could feel the way he felt then maybe, just _maybe-_

“Hello, Querl.”

Brainy stared up at the form cast from his life projectors. They trilled against his flesh, reminding him once again of the connection he bore. He cleared his throat, nodding stiffly. “Greetings, Querl.”

“Oh, _greetings,_ ” the other Querl said, sweeping himself into an over-exaggerated bow. He glanced up again, eyebrow raised. “I didn’t realise we were being formal today.”

Brainy gritted his teeth, rolling his eyes. Perhaps he should have favoured his other counterpart instead. And yet, something of the whimsy of this Querl struck him as personable and variant enough from him that it felt as though he were speaking to someone not quite like himself, despite the face that stared back at him.

“Apologies for disturbing you,” Brainy said lowly. “I, I did not want to, only now I fear I have no other choice.”

“Oh, that sounds bad,” Querl said, nodding sagely. He cupped his hands towards his chest. “Well, _I_ should know. I am in your head, after all.”

“Then you are more than aware of my worries about my friends. In particular, Alex.” Brainy folded his arms, careful not to warp the hologram’s image. He wasn’t quite used to standing still whilst speaking with people, but he made the necessary sacrifice to ensure Querl’s image strength. He shook his head. “She does not appear to be taking this matter seriously, and now, _now_ I have gone behind her back on two occasions! She doesn’t seem to understand the gravity of the situation, of just how much of a threat Brainiac poses.”

Querl placed a hand on his chin thoughtfully. “And, why exactly doesn’t she know? _Oh,_ right.” He clapped his hands together. “You haven’t told them yet, have you?”

Brainy shuffled uncomfortably. “Not… everything.”

“ _Relaaax_ , Querl, I know exactly what you’ve told them.” The other Querl quirked a brow, stepping from the podium Brainy had presented him across. Brainy turned with him, suppressing an eye roll as the other Querl wandered behind his workbench. “It’s logical,” Querl continued, fingers poised over odd-ends of equipment, “I agree, to… _eh,_ sprinkle in a little white lie here and there, sure. But we need to look big picture now.” He glanced up. “Brainiac’s arrival could be any day.”

Brainy’s arms tightened around himself. “What of your Earth?” he asked lowly. “Did you ever-?”

“Mine?” Querl shrugged, stepping away slightly, reaching for strewn equipment in the lab that he couldn’t physically touch. His hologram dusted over them, interrupting when his fingers came too close. “No. He was a nuisance in my head, sure, but I never got to meet the guy. I heard stories, though… really _bad_ stories.”

“Do you hear him now?”

“It’s hard to say.” Querl’s expression was contemplative as his hands continued to work their way along Brainy’s things. He paused at a screwdriver. With a brief gesture, an identical projection appeared in his hand. Querl fiddled with it as he moved, pacing in a not-so-much different manner to the way Brainy found himself doing quite often. “The Big Brain connects us all,” Querl continued, spinning the screwdriver idly by his ear. “I don’t hear him any louder than anyone else. But for you,” he wiggled his fingers towards Brainy with his free hand, “all squishy with your flesh and blood and mechanical parts, I imagine it is far harder for you.”

“It’s _constant._ ” Brainy said, unable to keep the pain from his voice. He looked at his doppelganger desperately. “Do you remember it?”

The other Querl looked genuinely sympathetic. “Brainiac never got this close to me, so I can’t say that I do. But, I think I feel it in some way, _through_ you.”

Brainy swallowed at that, closing his eyes. “I don’t know how much longer I can continue like this. My ancestral memory was always something that I could control, but since my inhibitors…”

Querl snapped his fingers. “Hey, taking them off connected you to the Big Brain, to _us!_ Querl, not having them has made you stronger, do not forget that. This… this is an unfortunate side-effect, sure, but one that can be fought and controlled.” He tipped his head forward. “Understand?”

Brainy forced himself to look back at his other self. He grimaced, nodding stiffly. “I think so.”

“Good, because, whoa-” Brainy flinched at the same instant Querl’s image flickered. A hot pulse ignited within his doppelganger’s life projector, stinging Brainy’s flesh. Instinctively, Brainy grabbed at it, looking at Querl in question.

Querl looked just as flummoxed. They shared a curious gaze with one another before the same thought hit them simulataneously.

“That shouldn’t be-” Brainy began.

“-Possible,” Querl finished, a giddy smile already spreading across his face. “The only thing that could affect our connection would be something outputting a more powerful signal.”

Brainy shook his head. “And nothing on Earth would match that, nothing of-of-” Brainy pointed at Querl emphatically. “What- what is nearby you at this moment?”

“I was already beginning to review any anomalies,” Querl said, discarding the screwdriver into a cybernetic haze. He instead turned his attention to the section of workbench where he was standing, crouching down to look beneath it. His eyes widened. “Querl, don’t look now, but-”

Before the other Querl could finish speaking, a horrible jarring pain lanced through Brainy’s chest, severing the signal as though it were cutting out a very piece of his soul. In the same moment, Querl’s image vanished in a flash of static.

Brainy curled in on himself, hugging his chest tightly as he gasped out. Tears sprung to his eyes before, as quickly as it came, the pain vanished.

Brainy took a moment to gather himself. Thought upon thought coursed through his mind, swirling around one another in a chaotic storm of sound. He lifted his jacket dazedly, forcing himself to focus on his life projectors’ connections. Two lit up immediately. The other – Querl’s – sputtered in and out pathetically, unable to reach full capacity.

Belatedly, Brainy tapped at the life projector. He felt no pain, not like before, just a dull sense of wrongness where the projector was unable to link fully with his internal implants. Querl would have been dumped back into the Big Brain the moment the glitch had occurred, but what was more intriguing was the very cause for the problem in the first place.

Carefully, Brainy straightened, walking over to the section of workbench that Querl had been searching, not far, he noted bitterly, from the torn surface. It felt strange, standing in the shadow of his other self, as though he could still feel the buzz of the hologram’s presence in the air. He put the thought aside, enabling his night vision implant to ensure he would not miss anything to the dark beneath his table.

It mattered not, for it would have been impossible to miss the object that had caused the disruption. Or perhaps, no, more that it would have been impossible to ignore the _feeling_ it generated. It was like a psychic pulse, pushing at Brainy’s mind, trying to infringe his perception, urging him to look anywhere _but_ there. The sensation was not painful, not like the burn in his chest from Querl’s sudden separation, but it was by no means a comfortable experience. It made him feel disquieted, as though to look at it was an impertinent act. And yet, he could not look away.

The more Brainy stared, the more the image righted itself until, eventually, he was able to look at it from head-on. With it, the strange _wrong_ sensation lifted as well.

Tentatively, Brainy reached for the object. A dull chrome cube about the size of his palm. The moment his fingers brushed against it, he felt the whir of machinery at work, a complex algorithm that hummed at the corner of his mind. As he extracted it, cold and weighty in his hand, he accessed its framework, blocking it from invading him in return. It was encrypted, and would need time to decode, though Brainy knew what it had to be. Nothing this powerful could be of Earth, and with a _perception filter_ no less…

Brainy’s fingers tightened across the cube as he stood, jaw stiffening.

This, it seemed, may have been the missing piece to the puzzle.

He just had to understand how it fit.

* * *

Kara hadn’t exactly expected to get called back into the DEO so soon. At first, she’d totally expected it was Alex calling, telling her the jig was up - she’d figured out what she and Brainy had been doing.

But instead, it was Brainy on the line, urging her back for an emergency meeting in his lab. Kara sped there the second she got off the phone, only to find J’onn and Alex waiting for her as well. She tried to hide her surprise, folding her arms as she stepped into the room.

“Kara. Good, you’re here.”

Brainy was stood by his computer, looking just as frazzled as he’d sounded on the phone. He walked forward once she’d joined her sister and J’onn at the nearest workbench.

“Are we to expect anyone else?” J’onn asked carefully.

Brainy shook his head. “This is everyone.”

Alex sighed at that. “Then, Brainy, _please_ tell us what’s going on.”

“Further information has come to light,” Brainy said quickly. “About Brainiac.”

J’onn looked at him curiously, Alex closed her eyes, sighing sharply through her teeth. Kara’s stomach clenched.

“Brainy,” Alex said with forced calm, “I thought we discussed this-”

“We did,” Brainy said. “However, I am more than capable of multitasking. And you should be glad that I did.” He took an object Kara hadn’t really noticed when she’d entered, a small metal cube, from his workbench, holding it out towards them. “Behold!”

Kara had never seen anything like it before, but whatever it was, her x-ray vision couldn’t penetrate it. She looked at Alex and J’onn for some kind of clarification. Neither one of them appeared to know what they were looking at.

“It’s… a cube,” Alex said slowly.

“That is what you all see?” Brainy asked.

“Uh, yeah,” Kara said, when no one else more than nodded.

Brainy quirked his brow, something close to arrogant flashing in his eyes. “What about now?”

Kara’s mouth fell open. She couldn’t help it. Whatever had happened, the second those words had left Brainy’s lips, the cube completely lost focus on her senses. Her gaze was dragged from it, nearly by force, causing an uncomfortable ache behind her eyes. She hissed out, trying to force herself to stare at it, but the cube had lost all structure. The best she could make out was a vague grey-ish blob in Brainy’s hands before the strain became too much and she glanced away, blinking furiously.

Alex and J’onn seemed to be facing a similar struggle. Alex already had a hand over her eyes, rubbing them in frustration. J’onn seemed quietly intrigued, forcing his gaze upon the object with unfocused eyes.

“Is that…” J’onn asked slowly. “A perception filter?”

“Whoa, wait,” Kara said, raising her hands. “Like from _Doctor Who?_ ”

Alex blinked her surprise. “Those are _real?_ ”

“Indeed,” Brainy said, nodding his approval to J’onn. “And this is a formidable one at that. Many perception filters are low grade, a gentle buffer to guide the unnoticed eye away. With a strong-enough focus, the filter can be broken. This one, however, is designed to challenge the onlooker the harder they try, causing discomfort and, in some cases, pain should they try to fight it.”

J’onn winced at that, finally releasing his gaze. “Can you switch it off again?”

“Yeah,” Alex chimed in.

“Please,” Kara agreed.

“Very well.”

Kara couldn’t keep the relieved sigh from her lips when the cube became just that again in Brainy’s hand. She looked at it, narrowing her eyes. “I still can’t see inside it,” she murmured.

“I would expect not,” Brainy said bitterly. “It is not of Earth.”

“Coluan?” J’onn asked.

Brainy flinched at that, shaking his head. “No. This technology is from elsewhere. I could not say, exactly, but it’s purpose appears clear.” He jerked his chin towards his computer set-up. “I found it adhered beneath the table closest to my computer. I could not calculate how long it has been there, but I am nearly one hundred per cent certain that it came to be around the same time the DEO’s system was first compromised.”

“Those missing files,” Alex said, hands clenching. “You think this thing did that?”

“Yes,” Brainy said, eyes narrowing. “It is outdated to the models I am familiar with in the thirty-first century, however I believe this to be a _data mining_ cube.”

“It would explain the gaps in the DEO’s database,” J’onn said.

“But who put it there?” Kara asked. “You already scanned security footage, right? If someone had been in your lab-”

“I’m not sure,” Brainy said quickly, glancing away. “The security feeds may have been tampered with to a degree I had not considered. If this was planted by Brainiac’s sentry, for example-”

“Whoa.” Alex raised her hands. “Brainy, how could that be possible?”

“I don’t know yet, but with further investigation-”

“Brainy,” Alex said sharply. Kara flinched, looking up at her sister. There was sympathy in Alex’s eyes, but also a shadowed exhaustion that nearly trumped Brainy’s. Alex bit her lip. “I know that you believe Brainiac’s sentry is behind this, but right now we have no evidence to prove that one is even active in the DEO. If anything, our agents here have been tested more thoroughly than anyone in the city.”

Brainy’s eyes narrowed at that. “I am beginning to believe more extensive testing is required.” He glanced towards Kara. “We have been testing a hypothesis in regards to detecting the sentry and-”

Alex frowned at that. “Wait.” She looked at Kara. “You’ve been working on this too?”

“What?” Kara asked, far, _far_ too quickly. She’d tried to sound affronted at the accusation, but the squeak in her voice made it more like a declaration of guilt. She stared Alex down for a total of three seconds before buckling, glancing away. “Okay, fine, yes.”

“I asked for Supergirl’s assistance,” Brainy said levelly, folding his arms. “I did as you asked, Alex, I assisted the ground team remotely. I also took the liberty of hacking the security cameras city-wide for a more in-depth exploration of possible sentry sightings. Kara helped with my hypothesis that the sentry could be discovered if she could use her x-ray vision to scan any possible hosts.”

Alex’s mouth dropped open. She shook her head. “I don’t even know where to _begin_ with that.” She pointed at Brainy accusingly. “First of all – we talked about this – hacking security cameras not affiliated with the DEO is _incredibly_ illegal. Secondly, Kara,” she turned to her sister, eyes wide, “why didn’t you _tell_ me?”

“Because I agree with Brainy!” Kara snapped. When Alex blinked, Kara sighed, gesturing to the room. “I mean, _look_ at what’s going on here, Alex! I understand we don’t have all the information, but we can’t afford to ignore what we _do_ have. If there’s any chance we’re dealing with a world-wide threat, we need to be prepared, we can’t-” Her voice stopped, and Kara realised belatedly that there were tears in her eyes, salt locking her throat. She swallowed harshly. “We can’t go into this blind, not like Crisis. Never _again._ ”

Kara knew everyone was staring at her, but from the understanding in their expressions it was clear that they felt the same way. They’d been lucky with Crisis, _so_ lucky that they’d survived, but the sacrifices they’d made were monumental. Their entire existence had been changed, upended and rewritten, and after _everything,_ Lex Luthor had somehow managed to connive his way into getting exactly what he had wanted. They’d lost so _much,_ and they hadn’t been ready, hadn’t even _known_ what they were going into. Barry and Oliver had been given the opportunity to come to terms with the fight, even their own demises, and every time Kara remembered that, she couldn’t help but feel a bitterness twisting tightly in her chest. Couldn’t help but think of her mother. Of Argo.

Alex cleared her throat. Her eyes were softer now, the anger long-since passed. “Listen,” she said gently. “At no point have I said that I don’t believe what’s going on. I’ve seen the probe and I understand the potential threat Brainiac poses. But, Brainiac isn’t here. There’s nothing to suggest he’s entered our solar system and so far, we haven’t been able to find anything to prove that a sentry is working within the DEO or anywhere in the city.” She looked from Kara to Brainy. “Unless, either of you can tell me that this totally behind-my-back plan of yours heralded any new results?”

Brainy met Kara’s gaze levelly and her gut clenched. Her last update had been less than thirty minutes ago. If she’d had anything new, she would have called him long before this meeting had come together. Brainy didn’t look angry or frustrated or even disappointed; in that moment, he just looked tired. A pang of sympathy struck Kara’s chest as he turned back towards Alex.

“No,” he said. “It did not, however, we have yet to test the hypothesis on anyone outside of the town the probe first landed.” Brainy’s eyes shone brightly. “Alex, Kara’s senses are far more adept at tracing any abnormality within a living body. It is imperative we utilise this to our advantage.” He straightened. “And, if we are to do so, we begin here. With us.”

Alex shook her head. “Brainy…”

“ _Please,_ Alex.”

Kara watched her sister’s expression carefully. She knew that Alex was tired, agitated, maybe even as much as Brainy, but she also knew that she was trying her best to help him. Help _them._ Kara knew the stress Alex was under, especially with Lex monitoring their every move, but in that moment, something in her softened.

Alex closed her eyes, sighing. “Kara?”

“Got it,” Kara said. X-Ray vision wasn’t one of her more strenuous abilities, however after a fair day’s use of them, she could detect a margin of strain behind her eyes. She ignored it, allowing her vision to fade between flesh and bone, marking out the brain stem on each of her family, scanning for any abnormalities.

Kara had seen x-rays of Brainy’s head before, but even seeing it in person, she couldn’t say it got any easier to figure out. Still, she had a frame of reference, and nothing looked different from the images she’d seen before. Alex and J’onn were far easier to scan by comparison, and she was more than confident to conclude that neither one of them had a sentry inside of them.

Kara breathed out slowly. Although she hadn’t suspected anyone there had been infected, she still felt a jolt of relief at seeing the results for herself.

Alex watched her silently for a moment before clearing her throat. “I’ll take it from your face that we’re in the clear?”

Kara nodded. “Nothing that I could see. You’re all as clean as the town I just scanned.”

J’onn rolled his shoulders. “That’s good to hear.”

“We will still need to scan Kara,” Brainy said lowly.

Alex stiffened at that. “Brainy, she wasn’t even anywhere near the site-”

Brainy had his arms folded across his chest, his head lowered. When Alex spoke, he glanced up, a dangerous look in his eye. “We cannot put anything to chance. Kara was not scanned initially as she had not been in contact with any DEO operatives since the probe was discovered. Since then, that has changed.”

Alex sighed. “Kara?” she asked.

Kara offered her sister a small smile. “I’ll do it.” She looked at Brainy, hoping her expression was earnest. “I understand the precaution, Brainy.” Considering she hadn’t been scanned and it was her information Brainy had been going on all day, she could totally see how he was thinking. Did it hurt? Of course. But she could understand the necessity.

Alex smiled humourlessly. “Alright, fine. I’ll take Kara over to the med bay.” She raised her hand. “Barring any sentries found in Kara’s brain, which I doubt, by the way, then we’ll still be at square one.” She closed her eyes. “What we do have and what we can’t afford to ignore is a very real threat within the city. One causing electrical interference that we _thought_ was being caused by illegal energy weaponry. Considering the ground team found nothing at the site,” she sucked in a breath, “Brainy, could these data mining cube things cause bursts of interference?”

Brainy’s eyes narrowed. Kara figured he was about a second from arguing with her. Instead, his lips thinned as he considered her question. “Perhaps,” he relented. “I do not know enough of the cube at this juncture to advise exactly what it is capable of doing. I need to run a decryption on it before I can access the files it has stolen. Only then would I know if it is in any way connected to the interference in the city.”

“And if it is,” Alex said, “then this could be a completely separate problem.”

“Or, they could both be connected,” J’onn said, his eyes uncertain. Before Alex could open her mouth, he raised a hand. “Alex, I appreciate exactly what you are saying, it’s definitely a good idea to look at all possibilities available. But that also means we have to consider the possibility that this missing data is still being caused by Brainiac.” He nodded in Brainy’s direction.

Alex bit her lip, nodding. “Okay. Okay, we’ll look into it as soon as the decryption’s done. Brainy?”

Kara saw Brainy glance Alex’s way again. Something told her he hadn’t been fully in the moment a second prior. “Yes?”

“How long will it take for the decryption to run?”

“Approximately eight hours.”

“Right,” Alex said. “Then, we have eight hours before we can move ahead with anything.” She closed her eyes, a thoughtful crease lining her brow. When she opened her eyes again, her expression made no room for argument. “Kara, you’re with me, but unless we find something seriously bad inside your head, then I think it’s time we all got some rest. For tonight, I don’t want any more unapproved searches for sentries. Everyone needs to go home, get some sleep, and then we’ll meet here in the morning, got it?”

“You know I don’t work for you anymore, right?” J’onn asked with a smirk.

Alex softened, her lips twitching into a small smile. Kara felt her chest relax just seeing it. “Take it as some helpful advice then.”

J’onn clapped her on the back with a grin. “I think I’ll do just that.”

* * *

After everything, Alex only had one thought on her mind.

That conversation had been way, _way_ too easy.

Once their impromptu meeting was over, Alex had whisked Kara away to the med lab, Brainy close on her heels. J’onn had stuck around as well, although he’d seemed entirely calm with the process, watching with interest as Alex had carried out the scans to Kara’s body.

It wasn’t like Alex had expected to find anything, and she didn’t think that in his heart, Brainy had either, but he still looked vaguely aggravated when the scans came out clean. To him, any notion of danger would have at the very least given him somewhere to go with his theory, and Alex knew he wouldn’t have wanted Kara caught up with this thing, especially after what he’d said the sentry did to its host, but she also knew that he was getting desperate.

Which was why she found it difficult to comprehend how weirdly level he had been about it all. He’d accepted the results rigidly, and although agitated, he’d left the DEO without another word on the matter. Not to mention the fact he hadn’t fought back when Alex had suggested possible alternatives to the cube being linked to Brainiac. Something was cooling off inside of him, or maybe it was heating up. It was hard to know for sure. And again, Alex had _wanted_ to say something, but nothing felt right. They were on the same side, but as much as Brainy was working for the DEO’s best interests, Alex knew they both had vastly different priorities.

She felt J’onn standing behind her. He hadn’t left quite yet, instead keeping her company while she finalised a few things before officially handing operations over to the night shift team.

Once she was done, she leant heavily against the closest surface, ducking her head. “J’onn?”

“Yes, Alex?”

“How- how did Brainy seem to you?”

“Seem?” J’onn paused. “Do you mean, if I got an impression of emotion from him?”

Alex’s lips twitched. “He just, he acted so differently from how I expected. I don’t know, maybe I’m just tired, seeing a fight where there isn’t one, but if you’d seen him earlier.” She sighed. “Did you? Get an impression, I mean.”

J’onn was silent for a long moment. Eventually, he cleared his throat. “In all honesty, ever since his inhibitors were removed, I have been interested in the changes in emotional energy that Brainy emits. It is… jumbled, unclear; I suppose exactly what you would expect from someone who was forced to supress their true self from a very early age. Unfortunately, that doesn’t allow for a very solid impression of his thought processes now, other than the fact that he is terrified, but also furious. He hid it well during our meeting, but I can still _feel_ it, lurking within, something I’ve never seen in him before.”

Alex swallowed. “Is… do you think he’d be a danger to himself or, or others?”

She felt J’onn as he moved to her side. She glanced up at him, watching the frown on his face as he considered something. After a moment, he looked at her, his expression sincere. “No,” he said. “I wouldn’t say so.” He narrowed his eyes. “It’s… hard to explain, but every emotion he has ever known since he was a child has now been heightened to its full potential. Coluans are a proud species, and though Brainy has spent his fair share of time with other aliens, I would assume that feeling this way, of not being in control, would be nearly embarrassing for him.” J’onn frowned again. “I am not sure if that is quite the emotion he was feeling, but he was desperately trying to hide his own nature, the purity of the emotions inside of him. He is afraid of his anger, but I believe he is more afraid of how others might react to it. Especially you.”

Alex’s heart sank at that.

“From how I see it,” J’onn continued, “Brainy has always had a level of control that he was able to fall back on. Now, he no longer has that. It’s an uncertain time for him, whether he admits to it or not doesn’t change the fact that it’s true.”

“Okay,” Alex said. “Now I feel bad.”

J’onn offered her a smile. “You are both tired, you both need rest, although I do have to admit that what Brainy _has_ said of Brainiac rings true.” J’onn’s expression sobered, his eyes suddenly so far away. He gripped the surface Alex was leant against, as though searching for something to ground him. “I have heard tales from many species over the last two centuries; an entity in space that was more machine than flesh and blood that had the power to devour planets whole. What we now know of Coluan shrinking technology adds reality to those stories, it proves a great deal of them to be facts rather than fiction.” J’onn blinked, returning his gaze to Alex. “I agree with you that we must view all avenues equally, but if Brainiac is as dangerous as what we must now assume, then he would not be in the business of sending out a probe to a planet without a specific purpose in mind.”

Alex closed her eyes at that, squeezing the surface hard. “I know,” she muttered. “God, I know. I just- it’s so _hard_ without having anything concrete, you know?” She opened her eyes. “How many stories did you hear? Maybe if you can tell me some of them, we’d be able to gather more information about Brainiac.”

“Or,” J’onn said, placing a hand on Alex’s shoulder. The warmth of his palm bled through to her skin and she sighed, suddenly feeling so, _so_ tired. “Perhaps, instead of listening to stories, you should heed your own words and head home. Besides,” J’onn smiled, “Brainy knows the most about his ancestor, perhaps after a good night’s rest, you can both discuss the information you truly need to move forward with your investigation.”

Alex gritted her teeth. “Yeah, I hope you’re right,” she said. And she did. Because, if Brainy still couldn’t get any sleep, if he still refused to give her anything to work with, they’d end up right back at the beginning.

And right now, they really, _really_ couldn’t afford that.

* * *

Although Nia was relieved that Brainy got home at an hour that wasn’t way past midnight, she could tell his day hadn’t gone great. 

And, once he’d told her what had happened, she could understand why.

“I can barely stand it,” Brainy muttered as he paced from one side of the living room to the other. “All this uncertainty, further _enhanced_ by the fact that Alex still does not believe me. She thinks the cube has something to do with-with the field mission from earlier, but even if a data mining cube of this era could cause electronic interference on the same level… why _would_ it? Who would steal files from our database other than Brainiac? It has _always_ been his first step, countless studies have told me the same, he would not change that. _Would_ he?”

Brainy paused, running a hand through his hair distractedly. His eyes tracked ahead of himself, everywhere and nowhere at once.

Nia cleared her throat. When Brainy jerked his attention to her, she offered him a small smile, patting the empty space at her side. “Do you wanna sit down?”

Brainy didn’t look thrilled at the suggestion. His fingers clenched and unclenched awkwardly. “I don’t know.”

“Don’t know if you want to sit, or-?”

“No. Yes. I-I-” Brainy closed his eyes. His jaw was like a tense cord, fit to snap. “I don’t _know anything._ I don’t know what Brainiac is planning and even-even _if_ we were to find a signature in the cube, some means to track the sentry, what _then?_ Brainiac would still come and I don’t- _don’t_ know how to stop him.”

Nia’s chest clenched. “Brainy,” she said softly. “You keep acting like this is your burden to bear. I know that Brainiac is your ancestor, but that doesn’t make him _your_ responsibility alone.” She shrugged. “We never know what enemy we’re gonna face on a day-to-day basis. Together, though, we always find a way to beat them. Brainiac’ll be no different.”

Brainy laughed, though it sounded strained. “We have never faced anything like Brainiac.”

Nia quirked a brow. “The Anti-Monitor ring a bell to you?”

Brainy closed his eyes. “It’s not- not just the _power_ he possesses. Nia, Brainiac has a mind to match my own, but he does not think like I do. I had never known before, but the presence, the impression of him inside of my mind…” Brainy swallowed thickly. “It is vile. You cannot barter with a Brainiac, cannot outmatch their logic. If he wishes to take this world, then- then I do not know how to stop that.”

Nia pursed her lips. “Is there any way to reverse Coluan shrinking technology?”

Brainy froze at that. “Theoretically,” he said stiffly. “The technology I am familiar with seals worlds beyond the quantum level, which would require Argonium-44 to release.”

Nia winced. She knew that was a sore topic for Brainy, especially considering they were still holding onto the bottle that housed one of his doppelgangers.

“But,” Brainy continued, teeth clenched, “depending on the technology used, I do not know for certain. To create a reversing procedure for a piece of equipment means to accept the possibility for mistake. Brainiac has no such concern.”

Brainy was so still, his arm clenched loosely across his chest. He looked like he was in pain, and Nia realised with a pang that he was. Maybe not physically, but she could tell that even as he spoke, he was hearing his ancestors. She realised his hand had found a spot on his chest where one of his life projectors normally resided. It didn’t take a genius to figure out it likely belonged to the Querl Dox that Brainy said had glitched out earlier. All because of this data cube.

“We’ll figure this out,” Nia said again, forcing herself to sound more confident than she felt. “But you said the next logical step is to wait for that decryption to run. And that won’t be ready for-”

“Seven and a half hours,” Brainy muttered.

“Right.” Nia stood, meeting Brainy in the centre of the room. Gently, she ran her hand down his arm, linking their fingers together. She could feel his pulse, faster than normal, beat against her palm. “I know you’re scared,” she said softly. “And I know you’re angry, too.”

Brainy’s hand clenched against hers. He looked away.

“Hey,” Nia continued, lifting her free hand to cup his face, gently coaxing his eyes back to hers. “It’s okay. Brainy, it’s okay to feel that way. I know it’s hard, but I’m not going anywhere, okay? We’ll get through this.” She closed the space between them, pressing her forehead against his. The warmth of him was instant, the tension he held so strong that she was sure she could nearly hear his thoughts thrumming away inside his head. “First thing’s first,” she murmured. “You need to sleep.”

Brainy sighed through his teeth. “Nia…”

She could hear the exhaustion in his voice, and a desperation locked deep in his throat. Nia smiled, pulling away so that she could press a quick kiss against the side of his face. “You’re not fighting me on this,” she said. “You need to rest, somewhere that your ancestors won’t bother you. Like I said, I want to do this for you, so let me do it.”

There was relief in Brainy’s eyes as he squeezed her hand in affirmation. “Very well. Let’s… let’s go to bed.”

* * *

“Hey, tell me what you’re thinking.”

Alex stiffened, wine glass held half-way to her lips. Kelly was curled up on the couch, watching her with a gentle smile, a blanket tugged around her shoulders.

After the last few days, Alex had to admit that relaxion was not coming to her very easily. She’d thought the wine might help, but she still found herself pacing. Now, she stood by the window, watching the lights of National City trickle in from outside. She couldn’t help but think of what J’onn had said, the stories he’d heard of the big bad robot in space, swallowing planets whole. She remembered the version of Brainy who had double crossed them all too well, how he’d harboured his Earth, small and toy-like in a glass tube.

Could that really happen to them?

Out loud, Alex only smiled. “Hey, you’re off the clock, remember?”

Kelly propped her face against the back of the couch, folding her arms beneath her chin. “I also take payment in chocolate, just so you know.”

Alex smirked. “Is that a jab at-”

“-at the fact you ate the last of my chocolate bar? Again? Yes, it is.” Kelly winked. “Maybe _you’ve_ got a career in psychiatry.”

Alex only rolled her eyes.

“Come on babe,” Kelly prompted. “Sit down, you’ve been on your feet all day.” She frowned. “Do you want to talk about it?”

Alex bit her lip, knocking back the last of her wine. She retreated to the sofa to pour another glass, smirking as she felt Kelly sidle against her, winding half of the blanket around her shoulders.

Alex focused on her glass very carefully as she spoke. “It’s just- I’m worried. Possible world-ending threats aside, I’m mostly worried about Brainy.”

Kelly’s expression turned to something more thoughtful, a serious crease in her brow. Alex bit back the urge to smile; she adored that look, she’d even lovingly dubbed it Kelly’s ‘full-on therapist’ look.

“You said his ancestor was the one causing this trouble?” Kelly asked after a moment. “An ancestor who, as far as I can tell, is the epitome of all things evil?”

Alex grinned humourlessly. “That’s how Brainy describes him. Honestly, I’m not sure exactly, only that he’s got a penchant for shrinking planets. And that Earth might be next on his list.” She sighed. “But Brainy’s not being forthcoming. We barely know anything about Brainiac, only what we can scrounge up from Brainy’s _very_ limited notes. He’s so frustrated, but I can’t tell with what. Whether it’s Brainiac, or maybe it’s because on some level, he’s aware of how much he’s holding back from us.” Alex realised that her eyes were beginning to prickle. She blew out a slow breath, blinking steadily. “Ever since Brainy took off his inhibitors, he’s been different. _Good_ different, but still different. At first, we still seemed to fall into step with one another, but since this probe fell from the sky, it’s like I can barely reach him. Like, like I’m just talking to a brick wall.” She winced. “Does that make sense?”

Kelly ran her hand along Alex’s wrist, squeezing gently. “It does,” she said softly, pursing her lips. “A lot has changed for him, and he may believe that whatever he’s holding back, he’s doing to protect himself or, more likely, to protect you.” She smiled tightly. “Honestly, I really wanted to get him to come along to a session with me. He took some of my advice on board, but a drastic shift in personality like that, it’s something that would be difficult to process, no matter his species.”

Alex smirked at that. “You’d have a field day with him, that’s for sure.”

Kelly rolled her eyes. “Well, I did ask him if he’d ever be interested in using Obsidian technology.” She narrowed her eyes in thought. “I think his exact words to describe it were _tacky_ and _archaic._ ” She shrugged with a smile. “Evidently, he wasn’t a fan of the idea.”

Alex snorted, reaching for her glass. “Well, his systems are like a thousand years in the future level of advanced.” She caught Kelly’s hurt stare and smiled, knocking her shoulder playfully. “Don’t give me that look! I know how much Obsidian has helped a lot of people, but you know Brainy, he refused to scan any form of social media when he first joined the DEO, he didn’t even know what _Facebook_ was! Maybe he’ll come around.”

Kelly smiled. “I’d prefer a more verbal approach with him anyway. Maybe when he’s ready, he’ll give it a chance.” She leant her head against Alex’s shoulder. “But, enough about work. This is the first time I’ve seen you in how many days?”

Alex’s chest tightened. She sipped her wine carefully. “I mean I wasn’t really _counting…_ ”

“Four, Alex, _four!_ ” Kelly sat up suddenly, pecking Alex quickly on the cheek. “What do you want to do?”

Alex felt Kelly’s touch trail up and around her back. She closed her eyes, a groan catching deep in her throat. “God, _so much._ ” She turned to her girlfriend, cupping her face. She kissed her gently, warmth settling inside her stomach as her body finally got the memo and _relaxed._ With two glasses of red hot in her blood, there were certainly a lot of things she wanted to _do_ , but she couldn’t ignore how late it was, or how bone dead exhausted she’d been feeling for literal _days._

She grimaced, pulling away enough to look her girlfriend in the eyes. “Honestly, though? I’m beat.” She shuffled awkwardly. “Can we just-?”

Kelly’s smile was full of understanding. “Snuggle, movie and ice cream?”

Alex nearly sagged against her in relief. She grinned sheepishly. “It’s like you can read my mind.”

“Psychiatry has its perks.” Kelly grinned, pecking Alex once more on the lips. “I’ll get the spoons.”

* * *

Nia lay with her back against the sturdy trunk of an old willow tree. The wispy tendrils of its leaves danced some feet beyond her, caught by a phantom breeze. She could feel the warmth of Brainy, head tucked safely against her chest. His breath eased in and out slowly, his lips inches from her throat.

She was definitely getting better at this. The Naltorian dreamscape felt realer the more she put herself out there. At first, it had been nothing but a sky-blue backdrop that went on forever. Now the sky was a dusted wisteria purple, and the gentle glow of stars winked in and out of view no matter the hour. There was no moon, no sun, the world bathed in a permanent twilight. Nia thought it was the most peaceful time of the day, exactly what Brainy needed.

Despite the fact that Brainy had to be asleep to get him here, it wasn’t quite the same for him as it was for Nia. Where Nia could do just about anything in the dreamscape, confident that her body in the real world would be resting, Brainy needed to emulate the state of his physical self. If he was going to get a proper night’s rest, his sleep here had to be just as real, just as cathartic.

Nia didn’t mind. Lying here with Brainy tucked up against her, the prickling crunch of the grass beneath her so real it was hard to believe it was just a fabrication… honestly, she’d really outdone herself. She was more than content to spend the whole night like this, or for however long Brainy needed.

It hadn’t been easy getting him to relax enough for her dream to take hold. He still held tight onto his fear and hatred for all things Brainiac, and muddling through that to tug at his subconscious hadn’t exactly been a walk in the park. But, eventually, he’d settled, and Nia was honestly relieved. Tomorrow, they’d have answers, Brainy had been pretty confident of that, but she knew he was terrified of what those answers would bring. She couldn’t say she was any less afraid, but feeling him there, warm and solid in her arms, knowing he’d let down his guard to allow her into his mind, she knew they’d get through it. No matter what happened.

Brainy made a small sound in his sleep, murmuring something in an accented language she vaguely recognised as Coluan. He rarely spoke English in his sleep, and although Brainy had taught her a few words in various languages as and when they came up, right now, she couldn’t understand what he was saying. He didn’t seem distressed, though, which was good enough for her. Nia shuffled against the willow, winding her arm around Brainy’s chest. She pressed a kiss into his blond hair, smiling when he exhaled softly, relaxing further against her in response.

She was just beginning to doze herself when something caught her off guard. Inside of her mind palace, she was connected to everything that happened, which made it impossible for her to ignore the fact that, as she closed her eyes, the world suddenly went quiet. The breeze she had been generating stopped outside of her control, the leaves falling to a stiff and uncharacteristic standstill.

With it, the comforting warmth of Brainy vanished as well.

Nia jerked in surprise, her arm falling limply through the empty air where Brainy had just been. She hadn’t felt the connection snap, hadn’t felt Brainy’s consciousness return to him. But he couldn’t wander the Naltorian dreamscape without her. Nia focused, searching her mind for a trace of him, but she found nothing.

With a sharp breath, she forced herself awake, worry thick in her throat as she blinked away the grogginess of sleep. She shifted in the bed, finding that Brainy wasn’t curled against her here, either. His side of the bed was still warm, but it was empty.

Stomach sinking to the floor, Nia reached blindly for the bedside lamp, switching it on. She already knew what was missing before she could see it.

Brainy’s Legion ring.

Nia swallowed thickly. Well, at least that explained why she hadn’t felt him wake up.

Brainy was sleep flying again.


	6. Chapter 6

**Notes for the Chapter:**

> This also took me longer than expected, but hey, I'm hoping that I can start posting a little sooner than once a month. 
> 
> Thank you to everyone who is supporting this story. Comments and kudos mean the world to me!

Trying to connect to a semi-conscious sleep state that was moving at flying speed across the city was exactly as difficult as it sounded.

Nia couldn’t get a read on Brainy. She’d hoped she could use what she’d learned over the last few months to connect to his subconscious long-distance, maybe even jerk him into awareness enough to deter him from going wherever it was he went in this kind of state, but it was no use.

Brainy hadn’t told her where he’d been before, just that he’d been over the city somewhere, high enough that no one would see him. The fact that he was out there wasn’t so much what bothered her – it wasn’t abnormal for Brainy to seek the clarity of the sky when his thoughts were too crowded, and this definitely wasn’t the first time Nia had awoken to an empty bed for that reason – no, what bothered her was the fact that he wasn’t conscious.

Stressing over this cube, over Brainiac’s next plan, and now he was out there again, vulnerable, and she couldn’t even reach him.

Gritting her teeth, Nia sat up straighter against the headboard, wrists rested loosely on her knees, imitating the position that J’onn had taught her for more in-depth displays of her abilities. Accessing the Naltorian dreamscape was one way to reach people, that was true, but there was also the more direct approach. No dreams, no mind palace - but also no voice, no _body._

Closing her eyes, Nia tried to relax her mind enough to detach it completely. Astral projection had always been one of the tougher sides of her abilities to manage, but since she’d been using it more often to help out in times of crisis, she was slowly beginning to get the hang of it. It still felt weird, but she could deal with weird.

Nia’s mind flooded with a shocking numbness as she felt her stomach drop out from beneath her. In the next instant, she was falling.

No. Not falling. _Flying._

Well, more like a crude imitation of flying. Nia didn’t need to worry about the wind in her face or even gravity pulling her down. Her astral projected form was entirely non-corporeal and therefore paid no heed to the laws of physics. It could go wherever it pleased.

And, where it pleased was where she guided it. Which was why she found herself high into the sky – a sky that was just beginning to purple with the first splotches of daylight – with a familiar form floating just ahead of her.

The second she saw him, something curious settled in her stomach. Instead of relief, a knot of unease formed deep in her gut, urging her that something wasn’t right here. No, something was really, really wrong.

Brainy wasn’t relaxed as he might have been in a sleep-walking state. Instead, he was tense, arms at his sides. He had a nearly robotic stance about him. Nia swallowed down her discomfort, instead relaxing her eyes. J’onn had been teaching her how to read people’s auras – something she was able to see only when she astral projected. It came in handy when she was following a lead, especially when her mark’s intentions weren’t entirely clear.

Though she hadn’t exactly perfected the technique yet, it didn’t take a genius to know that the second it came into view, there was something deeply wrong about Brainy’s aura. It was a murky colour, with splotches of grey and red overlapping one another, almost vibrating with their potency. She could feel the anger that was locked deep within him, but there was something else. Something _empty._

Without needing to do anything, Nia’s projection drew forward. Tentatively, she lifted her hand, curious to see how her fingers might interact with that buzzing energy.

She hadn’t mastered physical touch in her astral-state quite yet, but she was able to affect molecules to an extent that meant that a brush of her fingers felt like something other than empty air. She wondered if it would be enough to get through to Brainy, to shake him from whatever state he’d gotten himself into.

The closer she got, the louder the alarm in her mind blared, but she ignored it. Something was wrong here, she _knew_ that, but she couldn’t back away. She had to figure it out, to help, to-

Her hand had barely brushed against him when it happened. As her fingers waded through the thick and wrong fog that was Brainy’s aura, an electric shock jolted through Nia’s astral self. In the same instant, Brainy’s image clouded, and something else took its place. Before Nia could understand what was happening, a heavy, unyielding mass, like an invisible wall, slammed into her, pushing her back with an alarming force.

The shock was so great that her connection snapped. Nia cried out, jumping so quickly from the bed that she toppled from the edge, landing in a heap on the floor. Her body stung with phantom sensations, electricity alive and buzzing through her blood. She clenched her hands, realising that they had begun to glow with a vibrant blue, prepared for an attack.

Nia choked on her breath, willing the energy away. She breathed heavily, tucking herself against the bed, trying to figure out what had happened. Her head felt heavy, her mind weighed down with a million thoughts. Still, that crackle of wrongness inched through her body, dancing across her nerves. Nia shuddered.

Just what the hell _was_ that?

* * *

Brainy awoke with a start, a coldness clutching his heart as he realised yet again what was happening. 

His chest heaved as his processes returned to conscious functionality, several neural networks already trained on the change in altitude, the drop in pressure, the fact that he was once _again_ far, far from his bed.

The last thing he recalled was falling asleep in Nia’s arms. Now, where was he _now?_

He stared down at the lights glaring below him, closing his eyes. At the very least, he was still in National City. He had travelled no further than before.

Which begged the question, _why?_ To the uninformed, sleep walking was considered a random event, but Brainy had learned from Nia’s reading material that in truth, it nearly always spanned from an unconscious desire, a _purpose._ Much like anything else.

Before, he had been so thrown by the fear of the ordeal that he had sought familiar territory as quickly as possible. Now, Brainy narrowed his eyes, reviewing the section of the city below him, trying his hardest to maintain his breathing.

The voices were returning, a vague murmur, like an itch in his skull. He ignored them, activating his night vision implant for a more in-depth analysis.

The next breath caught in his chest, a chill running down his spine that had nothing to do with his current altitude. Now he was able to study the streets below him in more detail, he realised that he recognised them with an uncomfortable intimacy.

In short, he had been here before.

Not just when he had slept walked last, no, sooner than that. Perhaps he had not been there physically since then, but there was no way he would forget _this_ location, the security footage he’d reviewed from every angle, the body cams that the field team had been using to relay any useful information for Brainy’s perimeter scan.

For electrical interference.

_No._

Connected. It was _all_ connected. Puzzle pieces were coming together, but it was like looking at them through a sheet of warped glass. He could not see the finished image.

What was he _missing?_

The desire for information nearly overrode his common sense. He was floating high in the air, pyjama-clad, inducer-less, and had been there for an amount of time he had no recollection of. The stars were already fading, the sun beginning to wink its way over the horizon. He could not do this now. He had to return home, to collect himself, to inform Nia of his plan-

_Nia._

Brainy’s chest clenched. How long _had_ he been gone - had he been untethered from Nia’s dreamscape? Had she noticed? _Incredibly stupid question,_ he scolded himself. Of course, she would have. He had been bound to her unconscious state, any shift in pattern would have alerted her immediately.

Brainy shook his head, cursing himself inwardly. It appeared he would have a lot to explain, half of which he simply had no answers for.

* * *

As calculated, Nia was waiting for him when he returned. She opened the door for him before he’d even made it down the hall, wordlessly letting him inside.

The moment Nia had closed the door, she took his shoulder, squeezing tight. “Brainy, what the hell _happened?_ ”

Brainy noted the look in Nia’s eyes with some reluctance. She wasn’t just worried; there was a distress in her expression that transcended simple concern. Something bad had happened.

Then, he realised. “You are the reason I awoke.” He didn’t phrase it like a question. It was obvious. _Why had he not noted it sooner?_

Nia sighed, closing her eyes. “I didn’t know whether it’d worked,” she admitted. “Something weird happened, Brainy.” She glanced up. “When I tried to astral project to you, it was like something knocked me right out of the sky. Whatever it was… it came from you. Like, like it wanted me gone.”

Brainy stared, trying to dredge up anything useful that might suggest what had occurred. He frowned. “A psychic buffer?” he guessed, shaking his head. “I-I don’t remember, I’m sorry, Nia. It could have been an automatic response.”

Nia bit her lip at that, watching him carefully. “Where did you go?”

Brainy ducked his head. “That’s what I need to talk to you about.”

They sat together on the sofa as Brainy explained what had occurred during both instances of his sleep flying excursions. Nia listened patiently, twisting her pyjama shirt in her hands.

When he was finished, she frowned. “So, wait, you were drawn to this place before Alex even mentioned the location?” Her brow furrowed, an expression Brainy was now well-versed with. Nia got this way whenever she was given the opportunity to explore her journalistic talents; she loved being handed a case to solve, and it appeared that Brainy’s problem was just the right level of perplexing. Despite the angry knot forming in his stomach the longer he went without answers, seeing that look dissolved some of the tension within him. He could not keep from smiling.

Nia glanced up at him. “Maybe it was unconscious? When we dream, we pick up on places and locations that we might not know we’d ever heard of in the conscious state. Maybe you overheard a field agent talking about that location, or-”

“An intriguing theory,” Brainy said, not wanting to dishearten her. “But, I would be able to find such information in my stored memory if it was there, which it isn’t.”

“Oh.”

Brainy placed his hand on her knee, squeezing gently. “Nia… something about this place, it’s connected to all of this, I’m sure of it. Exactly _how,_ I’m not certain; perhaps Alex was right, perhaps the cube is connected to the electrical interference, but that would not explain why I would have been drawn to it before that fact. I… I have to go there.”

Nia frowned. “Didn’t you already investigate that place?”

Brainy’s mouth suddenly felt very dry. He glanced away awkwardly. “The… field team did. I wasn’t present physically and even though I relayed information I was… distracted.” Brainy hated to admit it, but it was the truth. “Perhaps I missed something,” he said rigidly, “or I guided the team incorrectly or I did something else wrong. It doesn’t matter, because I have to know what I missed. I need to know how this fits.” He met Nia’s eyes levelly. “And… I would like for you to join me. Your powers would be incredibly helpful in providing insight and, well…” He paused, offering her a small smile. “I require my partner.”

Nia was already grinning. “I’ll get my suit.”

* * *

Nia kicked an empty can across the alleyway, watching as it rolled away with an unsatisfying echo.

For a place that Brainy was certain would put all the pieces together, it was kind of a dump. Trash littered the floor, garbage bags that had been all but abandoned lay collecting flies from at least three different directions. Nia was certain she’d seen a rat tearing through one, but she was in no way prepared to look again to confirm her theory.

She’d been in worse places following a lead for CatCo, even _worse_ when it was for her extra-curricular activities as a superhero. Even still, she’d kind of expected something _more._ After all, Brainy had said the electrical signals from this place were off the charts, meaning definitely _not_ of Earth-origin.

Nia sighed, turning on her heels to walk in the opposite direction from Brainy. They’d picked up a habit over the last six months where they could work together pretty seamlessly without needing to communicate their needs verbally. With Nia’s talents in precognitive dreaming and Brainy’s differential calculus, it was easy to assume what the other needed where and when. Nia had worried at first that without his inhibitors, they might lose that connection, but if anything it felt stronger than before. At times, it was like sharing the same mind. Except, Nia couldn’t say she had _quite_ the mind of a twelfth-level intellect.

Nia cleared her throat, prodding a garbage bag with the toe of her boot. “I can’t find anything that I’d describe as crazy alien tech,” she said, glancing over her shoulder. “How about you?”

Brainy was quiet a moment. It was clear he was in his own world, strategizing and re-strategizing, even when there was nothing new for them to work from. Eventually, he sighed, meeting her eyes reluctantly. “Nothing,” he agreed.

“Did you use anything to take readings before?” Nia asked, frowning when her boot came away wet. _Gross._

“Readings?”

“Yeah, like, you knew there was electrical interference from the hub, right? But, did the field team take anything with them to corroborate that?”

She caught a flicker of a smile on Brainy’s face. He always liked it when she asked questions. “You are right,” he relented. “But, the team found nothing with the equipment they were provided. Equipment _I_ designed. For something to be here and not to register, it would need to-to- _oh, sprock._ ”

“Brainy?”

Brainy’s expression had gone incredibly still. A second later, he grimaced, dragging a hand over his face. “The answer has been right _in front_ of me.” He glanced up, raising a hand. “Nia, the reason we couldn’t see anything before, the reason we can’t see anything _now_ is because the technology must be cloaked.”

“Cloaked?” Nia’s eyes widened. “Oh my god, the perception filter.”

Brainy had told her how the data cubes could warp a person’s sense of sight, forcing them to look at anything other than the object in question. It certainly sounded like a neat trick, albeit one that was incredibly hard to break.

“Unfocus your eyes,” Brainy instructed. He was already looking about himself with a new sense of urgency. “Tell me what you see.”

Nia forced her eyes to relax, keeping them wide open as the world began to blur. Not too much, not so much that she couldn’t see, but enough that objects in front of her became a little hazy, harder to pick out individually. The garbage bags blurred together, now it’d be impossible to tell which one she’d seen the scurry from.

Then, she saw it. Something was nestled between the garbage bags at the centre of the alley, pressed against the brick wall behind them. A glint of chrome.

Nia hissed as pain lanced through her skull. She looked away, rubbing her head. “ _Ouch._ What the hell?”

“This one’s filter is far stronger,” Brainy said, his voice climbing in pitch to match his enthusiasm. “Which means, whatever it holds must be a key to the answers we seek.”

“How are you going to-” But Nia didn’t get to finish, because Brainy was already making steady strides towards it. While she was still struggling to even look in its general direction, Brainy must have beat the filter already. He barely seemed affected at all.

He crouched to the floor, running his hand over what Nia now realised was another cube, just like the one Brainy had described from his lab. A second later, the pain in Nia’s head lifted. She sighed out in relief, refocusing on it.

Honestly, it wasn’t much to look at. Kind of like the world’s dullest Rubik’s Cube.

Brainy, however, seemed enthralled. His eyes scanned listlessly at the wall as he took in the information. “The encryption is superficial,” Brainy said. “It isn’t layered like the one in my lab. I think I can slip through, read what it has been downloading. I just need to-” Before he could finish, his hand clenched, and he hissed out, ducking his head.

Alarmed, Nia took a step forward. “Brainy, are you okay? What happened?”

Brainy didn’t answer. In fact, Nia realised with an uncomfortable twist in the pit of her stomach that he’d gone completely still. But this wasn’t like before. He wasn’t looking to figure out a problem by retreating into his mind. This was something else. Something empty.

She was instantly reminded of how he’d looked when she’d astral projected. Stiff, unresponsive, like a robot yet to be activated.

“Brainy?” Nia asked again, unable to keep the tremor from her voice. Instinctively, blue energy flared to life in her palm. She was more relieved than ever that she’d come fully equipped with her costume.

Brainy’s head jerked suddenly, and he looked up at her. Dark hair had fallen into his face when he’d first knelt down to meet the cube, and he made no move to swipe it away. Instead, he stood fluidly. _Too_ fluidly, even for Brainy’s standards.

Then, Nia saw it. Beneath the shadow his fringe cast, Brainy’s normally brown eyes had turned an alarming all-encompassing black. There were no whites left around edges, just a fathomless void.

And there was something more. Something alive inside that void, jolting and flashing, lines upon lines of what could have almost been words or, no, numbers? They moved too fast for Nia to see, a blinding string of information constantly being written and re-written. And Brainy must have been seeing it, reading it? Was it telling him to do something?

_Oh, crap._

The second Nia thought it, Brainy lunged forward. His face twisted into a bitter rage, his lips peeling back into a snarl. He raised his arm, and if Nia hadn’t spent the last year training with him, hadn’t been taught to evade such attacks should it ever be necessary, she would have been on the ground.

Instead, she sidestepped, taking Brainy’s arm and using all the force within her to push it outward, throwing him off balance. Her free hand burned with the electric buzz of her dream energy and so when Brainy righted himself for another swing, she threw her arm forward, a burst of blinding blue shooting directly into his centre.

The blast took him off his feet, sending him crashing into the wall. With a crack, Brainy’s image inducer failed, reverting him back to his natural appearance. The garbage bags did very little to cushion his fall.

Nia’s heart was pounding. The impact wasn’t that hard considering what Brainy’s enhancements were capable of protecting him against. Nia swallowed, lifting her arms into a defensive stance, readying for the worst.

Instead, Brainy groaned, lifting his head. Blond hair fell about his face, and as he blinked up at her, Nia was met with a warm and familiar brown.

Nia’s chest heaved at the sight. She ran forward, dropping to her knees by his side. She took his arm heat lancing through her fingers as she squeezed tight. “Are you okay?” she asked, desperately trying to read his expression. “Brainy, do you remember what happened?”

Brainy lifted his hand, and although Nia thought he had been intending on rubbing his head, the colour of his skin seemed to catch him off guard. He stared for a moment, his eyes budding with alarm.

“I…” he mumbled faintly. “The cube. It is… is mining data from a nearby source. A building. Here. In this alley.”

Nia stared. “Brainy… there isn’t anything here.”

“Are you sure?” Brainy asked grimly. He winced as he reached behind himself, slamming his palm against the brick wall.

Except, it wasn’t a brick wall. Not anymore. Nia found that she was suddenly staring at a narrow wooden door set into the brickwork. It was old, weathered, splintering at the edges, but it was there. And it hadn’t been two seconds ago, she was sure of it.

“Another perception filter?” she guessed. Then, she shook her head. “Brainy, what is going on? What happened to your eyes?”

Brainy made to stand and instinctively, Nia reached out an arm for him to take. Instead of accepting her offer, Brainy flinched away, favouring the wall to gain traction enough to get to his feet. Nia’s heart sank. Something was wrong; whatever the cube had done, it had shown Brainy an answer he had never, ever wanted. Nia wanted to reach for him, but she recognised his body language, and as much as it stung, she knew he wouldn’t welcome her right now. He was shaken, but why? What had he seen?

“What aren’t you telling me?” Nia asked softly.

Brainy’s expression flattened out to something perfectly blank. He gripped the cube, turning to the door at his back. “Nia,” he said carefully, ignoring her question. “I need to go inside. I- I have to know something for certain.” His voice was trembling.

Nia’s chest clenched. “Brainy- please, what’s going on?”

“I’m not certain yet.” Brainy ran his hand across the mottled wood. “But I will be.”

“What’s in there?” Nia demanded. “Did the cube tell you or-”

“Unimportant. You won’t be going inside.”

“ _Brainy._ ”

“I need you to trust me, Nia.” Brainy grimaced. “I- I have never needed you to do so more than at this very moment.” He turned to her, and Nia saw in his eyes exactly what she had been dreading most.

Fear.

Pure, unadulterated fear.

“I trust you,” Nia said weakly. “Of course, I trust you.”

Brainy’s eyes hardened. “Then, please. I need you to stand watch outside the door. I will explain everything when I return.”

Despite the roaring in her ears, the questions weighted on her tongue, Nia nodded, clenching her hands. “Okay,” she said briskly. “I can do that.”

“Good.” Brainy glanced away, his expression was still concerning, but there was something reinforced in his eyes now. A confidence that hadn’t been there before. He grabbed the handle, taking a deep breath, before forcing it open on old, squeaking hinges.

Nia wanted to say something more, but no words came. Instead, as Brainy ducked inside, Nia numbly took position in the empty space he’d left behind.

As she glanced about the alley, fighting desperately to figure out the last few minutes, something hot and sharp sparked inside her mind. A vision, barely a couple of seconds long.

She saw the grass again on a foreign world, molten silver beading from individual blades. In the blink of an eye, the silver hardened, forming solid coins once again. A now familiar currency bearing faces that twisted her heart, turning in perfect circles.

One side, Brainy. The other…

In the real world, Nia’s chest caught.

The spinning coins were beginning to falter.

And this time…

This time, they favoured a side.

* * *

Information from the data cube continued to swirl dangerously through Brainy’s mind. He refused to connect to it, to give it the satisfaction of his uncertain state. He couldn’t allow this, this, _this – whatever_ this was.

He could not recall the first seventy-two seconds after he’d broken the cube’s encryption. He’d run through every thought track, every network in his expansive memory storage, right down to his AI core and he had found precisely: nothing.

And yet, when he tried to access that time, something _was_ there. Not a memory, but something stronger. A thick and heavy sensation brewing within. He knew the feeling intimately by now, though he wished he didn’t. It was an overpowering rage that burned inside his chest, so violent that it threatened to tear the air from his lungs.

He ignored it. Ignored the spite and the fire roiling inside of his stomach, the dark pit of incurable questions that made the impending dread in his chest that much more profound. He could not think of that – _any_ of that.

For, this door had a perception filter, one with the same proficiencies as the data cube he now held in his hand.

He knew in his core that this all ended with Brainiac. It _must._ And if anyone could tell him how the pieces fit, it would be the one who had possessed the perception filter in the first place.

It was not a question of whether he would get answers; it was a certainty. Which was exactly what terrified him the most.

* * *

The old door led to an even older hallway. The brickwork was crumbled in places, or entirely absent in others. A solemn glow emanated from the end of the hall, burgundy candles hanging from the wall in small glass containers.

As Brainy passed those candles, an uncomfortable sense of déjà vu overtook him. He stopped, tracking the surroundings ahead of him unsurely.

No. It couldn’t be…

It wasn’t possible.

He took a deep breath, following the lights as they guided him into a small alcove where the main interior lay. It was a small room, rounded at its edges, with strange antiquities of alien origin hung from the walls. Abstract paintings that were loud and confusing to look at, strange and in some parts grotesque carvings that had been stood up as decoration. Though Brainy could not ascertain their origin from his archived memory, they still managed to cause a sense of unease deep inside his gut.

To the left stood a glass casing that also acted as – he presumed – a cash desk. It reminded Brainy of something one might find from a jewellery purveyor. Though, instead of jewels, what the casing entailed sparked a far more curious reaction from him. Sat on small price-marked cushions was an array of impressive technology. Brainy recognised a few, his mind already picking them out individually, putting names to faces, faces to larger pieces of machinery. He spotted parts that were required for incredibly complicated warp engines, high grade nano-technology, even primitive AI cores. And, with a sudden sinking in his gut, he recognised others as weapons.

Handheld explosives, guns outfitted with a menagerie of upgrades making them twice as profitable, as _deadly._

Brainy swallowed hard, squeezing the cube in his hand as though that might earn him some clarity. It did nothing other than bombard his head with more answers he couldn’t see, putting further stress on his thought tracks as they desperately sought a reason for his sudden memory blank.

There was still nothing to be found.

And yet this place. _This place?_

He… he knew it. _Why_ did he know it?

His question was answered when a figure suddenly appeared from a curtain behind the desk.

The figure was male, his alien appearance unashamedly exposed with no sign of an image inducer in sight. Brainy recognised the species as Alstairan. They were… hard _not_ to recognise. The man’s skin was solid and bark-like, orange and red leaves sprouted from his head instead of hair. His appearance was mostly humanoid aside from the fact that his face was entirely flat, excluding the branch-like protrusions he had for ears.

Alstairans – Brainy recalled them as a technologically advanced race. He vaguely remembered that their species had been at war with several others from their galaxy, but did not have the time nor the energy to access the Legion archive for a more in-depth study. Though it did give some intriguing reasons as to why he may have sought refuge on Earth in the first place.

“Hey, you know the rules,” the Alstairan said, hardly looking up from the small colourful disc he was cleaning with a hand-sized cloth. “When the door ain’t there, we’re closed.”

Brainy swallowed. He wasn’t sure what to say. He felt numb, suddenly, a powerful sense of foreboding had overtaken him, making his legs feel weak. He opened his mouth, trying to speak.

But before he could, the Alstairan glanced up, and the colour on his chiselled face drained from him in an instant. He exhaled sharply, losing his grip on his disc. It clattered to the ground, entirely forgotten.

The Alstairan raised his hands, his lidless eyes wide and alarmed. “Whoa, man, I thought we had a deal, you stay away from my business, I stay away from yours.”

Brainy was suddenly hit with the overpowering sensation that the floor was falling away from him. Despite that, he kept his back straight, his fingers biting so hard into the data cube he feared it might mould to his flesh. His mouth felt dry, but eventually, he was able to speak. “I’m-I’m sorry,” he said, lips shifting into a confused, barely restrained smile. “Do I know you?”

“Is this some kinda joke?” the Alstairan asked. He pointed towards his face. “How’d you think I got this black eye?”

It was hard to tell on such gnarled skin, but now that Brainy was being offered the chance to look, he realised that a dark swell appeared to have thickened the wood-like coils beneath the Alstairan’s right eye. He stifled the sudden urge to recoil.

He wouldn’t have, surely it wasn’t possible. Again, he searched fervently through his memory banks, but they were just as blank as the seventy-two seconds he had lost out in the alley.

_It’s not possible._

Brainy felt sick. He raised the cube in his hand. “I… took this from you?” he asked.

The Alstairan laughed humourlessly. “You sure as shit didn’t pay me for it.”

“I-” Brainy’s teeth snapped shut. He couldn’t, _couldn’t_ do this. Couldn’t think it. But the fire was returning, blazing inside of him, crumbling his thought tracks to ash. Those that were discarded rushed suddenly to the surface, demanding his attention. Information he had garnered from the data cube flashed in chaotic hues of red, black and grey. He could not make sense of them, and yet somewhere deep inside he realised that he knew what they were saying. What they had been saying to him all along.

His ancestors _writhed_ with appreciation, begging him to take that fire and make it his own. No longer could he determine his clan from the cube, the words seemed to be saying the same thing, a repeated, monotonous loop.

_Put the pieces together._

Brainy’s eyes tracked empty air. _When_ exactly had data first gone missing at the DEO? It felt so long ago now, time melding together, indistinguishable, but it _had_ been… hadn’t it? It had gone missing the same day he’d awoken with green-toned skin, after he’d overslept _,_ and yet he’d shrugged it off. _Why?_

_Put the pieces together._

And-and _again,_ when had Alex told him of those electronic disturbances? The _same day_ he had found himself high into the sky, positioned _directly_ where a field team had been sent to not hours later. One he had guided under Alex’s instruction. And they’d found nothing. _How?_

_Put the pieces **together.**_

No. Nonono _no,_ it couldn’t be true. It… _how_ could he have missed this?

_Missing time. Seventy-two seconds could become ten minutes, an hour, a_ day. How much time was he missing? How had this _happened?_

A sharp sting glanced through Brainy’s fingers, nearly causing him to drop the cube.

_Static._ When had he felt that before? When had he- had he-?

There was _too much._ He couldn’t make the connections, not now, not _now._ He should have been able to. He was uninhibited, he had the Big Brain, he had-

He had his ancestors.

**_Yes._ **

“ ** _NO!_** _”_

Brainy staggered, grabbing his head with his free hand as the word tore its way from his throat. He barely recognised it as his own voice. It was a sick perversion, perhaps, mechanised and echoed, but _not_ his. He sucked in a breath, nausea churning his gut.

“Hey, man, I-I don’t know what’s happenin’ here, but not in my store okay?” The Alstairan was talking, practically babbling, but it was just enough for Brainy to push the screaming of his ancestors aside. His thought tracks locked again into place, blending reinforcements together, working on overdrive to collect everything he was desperately trying to process.

It wasn’t enough, he was still shaky and terrified and so, _so_ angry, but at the very least he had enough of his mind to focus.

He stared, bleary-eyed, as the Alstairan continued to speak: “This tech, okay, this tech here is my career, my _life,_ I don’t want no trouble with the feds.”

Brainy had an entire system for storing faces, but this man was still a mystery to him. Even still, he knew now with an absent and hollow acceptance that he had stolen from him, that he had _attacked_ him. From the social cues presented, in doing so he had likely revealed his position. This Alstairan knew that he was part of the government, and Brainy had likely agreed not to raid his wares. In exchange for… what? The cube?

Brainy still felt like the world was tipping around him, but he looked up regardless, managing to give his coldest stare. He lifted the cube again in his hand. “Is-is this all I took from you?” he asked through gritted teeth.

The Alstairan’s eyes were wild, panicked things. “Four,” he managed. “You t-took four.”

Brainy’s lips split into a strained smile. A bubble of laughter escaped him, hysteric, mechanical. Of _course_ , why make any of this easy for him?

He closed his eyes, taking in a deep breath. “Tell no one of this conversation,” he said levelly, “and the deal remains intact.”

* * *

Brainy practically fell out of the door. He couldn’t meet daylight fast enough and, the moment he did, his processes faltered and he stumbled to the ground, breathing hard.

_Remember what Kelly said._

Brainy sucked in a breath, holding it for as long as he could manage inside of his chest.

“Brainy?”

He whimpered, letting it go in one fierce exhale. His shoulders shook with the weight of holding himself upright. He could feel tears in his eyes, threatening to spill.

But he did not deserve to feel this way. _No._ He could not.

Distantly, he felt Nia’s hand on his shoulder, then her fingers dug deep, pulling him up to look at her. Her eyes were laced with concern, a panicked fear behind her mask that made him wonder if perhaps she was already putting the pieces together herself. He nearly smiled. He would not be surprised. 

“Brainy,” Nia said again, a tremble betraying the forced calm she’d set in her voice. “Please, _please_ tell me what’s going on.”

Shakily, Brainy lifted his arm, taking Nia’s wrist. He squeezed it carefully and, despite his efforts, he felt the first of the tears spill down his cheeks.

“ _I_ put the data cube here,” Brainy said numbly. “I am responsible for it all.” He could see it in Nia’s eyes now, a new fear, the fear he felt in his own heart. He laughed weakly. “Nia… I think, I think _I_ am the sentry.”


	7. Chapter 7

**Notes for the Chapter:**

> So, it's been less than a month (by like a week but hey I kept my promise!) 
> 
> Plus, this chapter is a long one! Like, incredibly long. I didn't even realise until I was editing it that I'd crept past 10,000 words, then 11, then 12. For those of you playing at home, that is the equivalent to 23 pages on a Word document! You're welcome!
> 
> I'm going to try to keep updating a little more regularly, but in the meantime I hope you enjoy this chapter!
> 
> As always, thank you to everyone for paying this story a passing glance. Comments and kudos really do mean the world to me. Don't be afraid to let me know what you think!

Brainy was late.

Well, actually, Alex was _early,_ but considering Brainy’s mood last night, she’d kind of expected to find him in his lab - looming over the cube intensely - way before sunrise.

Honestly, a part of her was relieved. If he wasn’t here, then at the very least she could hope he was getting the rest he clearly needed.

Alex had wanted the same for herself, but sleep hadn’t come very easily. She’d managed a few hours with Kelly snuggled close to her side, but by the time the sun had begun to break across the horizon, she’d grown restless. The cube’s decryption hung heavy in her mind; she wanted to know more about J’onn’s stories, she wanted Brainy to _tell her,_ but the more she scanned his notes, the more she realised exactly how much was missing.

Brainy had outlined Brainiac’s strategy to an unnerving degree of insight - the intricacies of the sentry’s internal network had been splayed over at least three pages. Handwritten notes were strewn across Brainy’s work bench, labelled images of the probe in Nia’s hand sat close to where the techno-organic shell still resided.

Brainy hadn’t touched it since he’d thrown it against the wall. Alex had a sneaking suspicion he wasn’t even aware of how obvious he’d been about keeping his distance. She knew he felt connected to it, the notes explained as much, but there was something more to it than that. The probe was unnerving; even empty and sat immobile on a tabletop, it still emanated a deeply unsettling energy. It didn’t have a face or eyes and yet, somehow, it still felt like it was watching her.

Alex shuddered, turning back to Brainy’s notes. They may have explained Brainiac’s procedure for taking a planet, how he used a sentry for his own bidding, but there was nothing _personal_ here. No description of Brainiac’s abilities or any weaknesses he could have as a result. In short, the notes severely lacked any detail that could be used to _stop_ him.

Which only made the hole in Alex’s chest cave further.

Because, because _if_ Brainy wasn’t keeping information out of pride or regret or a _number_ of other reasons, then the only thing left would mean that he didn’t know.

Or, even worse, that Brainiac _had_ no weakness at all.

But that couldn’t be true. Brainiac might have the power to bottle planets, but that was technology, something he’d created. Alex knew he was enhanced, far more than Brainy was, and that would have given him certain advantages. But machines weren’t infallible. They could break, _malfunction._ There had to be a way in. Even if Brainy couldn’t see it, there _had_ to be-

Alex was jerked from her thoughts when the screen she’d been reading from suddenly turned blank. She straightened, half expecting to find Brainy in the doorway, an accusatory glower on his face, but when she turned, there was no one there. Instead, with a flash of light that went off like a shot, Alex was alerted to the real cause for the sudden black-out.

The data cube was making a soft hissing sound behind her, the wire that had been plugged into it, tying it to Brainy’s decryption program, was spitting sparks in fine arcs across the table. Alex swore under her breath, abandoning the screen in favour of trying to fix the problem.

Her eyes scanned the cube desperately. The decryption had stopped and instead, the data that had been filing neatly across Brainy’s remote laptop was warped into something else. Alex’s heart beat faster in her chest as she watched the new script. It wasn’t a language she was familiar with, and it flitted far too fast along the screen for her to understand exactly what it was. The data cube sparked again, and Alex stepped back, ducking from its line of fire. If she had to guess, it almost looked like the cube was trying to fight the decryption.

No, there was no _trying_ about it. When the laptop’s screen suddenly turned blank as well, Alex realised that whatever was happening, the cube was winning.

Before Alex could do anything, the laptop screen switched back on instantaneously with Brainy’s computer halfway across the lab. The data that scrolled past both screens was identical to before, and although Alex couldn’t read the language, she didn’t need to to understand what was happening.

The data mining cube was doing exactly what it had been programmed for.

Instinctively, Alex grabbed the wire, yanking it firmly from the laptop, hoping to cut the connection at its source.

It worked, at least. After a sharp hiss from both devices, the scripture stopped, the screens turning to an idle off-black. Alex sighed out with relief, gripping the wire tightly in her hands.

Which was when she felt it.

The wire no longer _felt_ like a wire. Despite its severed connection, it was still buzzing with something, an energy so fierce and powerful that it nearly felt like it was pulsing against her hands. There was something more – the wire was no longer firm in her grip, but instead softer, _spongier,_ as though she could mould it between her fingers. Repulsed, Alex let go, staring numbly as the wire continued to spit and squeal for several seconds before, eventually, falling silent.

It still looked like a wire, so much so that Alex began to doubt the sensation of it in her hands just seconds prior. Even still, she couldn’t bring herself to touch it again. She shuddered, instead reaching for the laptop, trying to get it to do anything. It was no use, it was totally unresponsive.

Alex was only given a moment of numb reprieve before a commotion started up beyond the lab’s walls. Alex started, forcing some composure as she stepped away from the laptop.

She didn’t get a chance to do anything more before the door crashed open and Brainy practically fell into the room, followed by a very dishevelled looking Nia Nal. She had a rucksack slung precariously across her shoulder and fought with the weight of it as Brainy pointed emphatically in Alex’s direction.

“Alex,” he said quickly, his voice strained. “I need you to overrule security protocol and allow me access to a cell in the basement-level holding facility. Please listen carefully, I require several apparatuses to ensure my escape is at its lowest likelihood-”

“ _Your_ escape?” Alex stared at him incredulously, trying desperately to read the state of him. “Brainy what are you- _basement-level?_ What is going on?”

Brainy’s eyes were wild and bloodshot, his hair windswept and tangled. “The sentry,” he said snappishly, as though it were obvious. “Alex, it is inside of me.”

An incredulous bubble of laughter surfaced in Alex’s throat. She moved her gaze to Nia’s, hoping to gain some clarity from her. But Nia was pale faced, a close to haunted look in her eyes. It was the exact kind of look Alex had seen when Nia had woken in the past from a horrible vision.

Her stomach sank.

Any residual laughter died on her tongue. “Brainy,” she said steadily, forcing her gaze back to his, “we already ran the scans, remember? _Kara_ scanned you, we didn’t find any traces of a sentry.”

“And if you ran them again, I surmise you would have the same result,” Brainy said tightly. He gritted his teeth, fingers balling into fists. “The sentry, what I _know_ of it… is outdated, perhaps, or incorrect entirely.” His eyes darkened. “I should have _known,_ the sentry’s capabilities, they are different for me. It doesn’t need to attach itself to my brainstem, because it is already perfectly capable of integrating with my implants.”

Foreboding nestled itself inside Alex’s gut. “Brainy. What do you mean?”

Brainy grinned bitterly, swiping a hand out in front of him. “The probe, the sentry, _Brainiac,_ we are all made of the same components. Coluans are connected on a level that you would not understand, but, to put it simply, the sentry would be completely imperceptible within my systems, because it is already aligned to me.”

“And what does _that_ mean?” Alex could only stare, trying incredibly hard to follow Brainy’s train of thought. Nia had come out of her daze enough to sidle closer to Brainy, standing by him in a nearly protective stance. There was a look in her eyes that Alex knew far too well, the same look Kelly got whenever Alex had been hurt in the field. Except, this went deeper than that somehow. Alex’s chest caught. “Wait. _Wait._ Brainy if- if what you’re saying is right then, what you told me… about whoever got infected…”

Nia stiffened where she was stood. Brainy must have noticed, because he dropped his hand, taking Nia’s in his own. He squeezed it reassuringly, though he was just as tense all over.

Brainy pursed his lips, closing his eyes. “It is… fortunate for that reason and that reason _alone_ that the sentry has selected me.” He opened his eyes, and Alex saw a dangerous flash pass his expression. “Perhaps it was serendipity, but I am starting to believe that this was Brainiac’s plan from the beginning; I was too proud to consider that he might know of my being here. He would not know of the future’s events to have placed me here, not _this_ version of him, but that does not mean he could not have found out.” Brainy’s lips thinned. “Regardless, my cognitive functions are far stronger than a fully biological being. I-I can-” Brainy drew off suddenly, gasping out as he crumpled in on himself, wrapping an arm around his chest.

Nia’s hand gripped Brainy’s tighter, helping him ride out whatever discomfort he was feeling. After a long moment, Brainy seemed to regain his composure, lifting his head. Alex’s stomach sank at the dazed look in his eyes.

“Brainy?” she asked softly.

“I’m sorry,” Brainy managed. “I- ever since I connected with the data cube, it’s like I can- I can feel him. Now I have actively tried to access memories he has deleted, his consciousness is beginning to-to-” Brainy stopped again, shaking his head. “Alex, you _must_ put me in a cell. I cannot trust what I might do. Nia?”

Nia bit her lip, shifting awkwardly to slide the rucksack onto the floor. She gave Brainy’s hand one last tight squeeze before letting go, unzipping the bag.

Alex flinched instinctively when Nia revealed a second data cube from inside.

Despite everything he’d just revealed, Brainy managed an exhausted smile. “It’s fine,” he murmured.

“Brainy turned off the perception filter,” Nia explained, extending it out to Alex. “It’s been collecting local information for the last two days. Ever since-”

“I planted them,” Brainy said thickly. “I have no memory of doing so, but I- I _hurt_ someone to get these cubes into my possession.”

Alex’s heart sank. “Brainy…”

“This one was meant to store data on local technological exploits of alien origin. It has gained a sizeable amount of data. When I touched it…” Brainy shuddered. “That information was automatically downloaded _through_ me and _into_ Brainiac. It is what awoke me to the truth. When Nia noticed what was happening, I-I-”

“You didn’t hurt me,” Nia said. She took his hand again. “You didn’t get the chance.”

Alex knew Nia meant it as a playful joke, but her smile was pained, as was Brainy’s. His lips trembled and he grimaced, taking a shaky breath.

“What does this mean?” Alex asked carefully. She closed her eyes. “I mean- do you know what… what we might need to expect from you?”

“What happened this morning was only the beginning,” Brainy said thickly. “That was simply a defensive reaction to the data stream being interrupted. I… I have already done abominable things that I cannot recall. All I know is that my ancestral memory is… pleased.” Brainy barely murmured that last word. He pursed his lips, glancing away. “In truth? None of my studies prepared me for this.”

“But you know his powers, right?” Alex prompted. “Is there a way to use any of them against him?”

“I-” Brainy baulked suddenly, clenching his teeth. 

“Brainy?”

Brainy shook his head. “Put me in a cell,” he said lowly. “Then, I will tell you everything that I know.”

* * *

“I don’t want you to do this.”

Everything had gone _way_ too fast. After Brainy had explained what the data cube had done, they’d flown back to the DEO so quickly that Nia hardly had a moment to let it sink in. It only further added salt to the wound that she’d had to stand there and listen to Brainy reiterate everything to Alex, that same level of cold certainty in his eyes, the rapid-fire intenseness of which he described what was happening to him. And all throughout, she’d had the very cube that had caused all of it pressed into her hand. Now, it sat with its duplicate somewhere in Brainy’s lab, far away from her, and yet even now Nia couldn’t help but think about the million answers it might have stored inside. Yet, none of them would have been enough to break her heart.

_No._ She’d already heard those answers.

Nia wanted to laugh, she wanted to _cry_ _,_ but she couldn’t. Instead, she had to bite down hard on her tongue, watching Brainy with stricken eyes as he regarded the cell door in front of him.

Alex had taken them to the most fortified floor of the DEO - cells that were used to harbour the most powerful of the alien foes Supergirl had defeated before they were transferred somewhere far more permanent. As a civilian, Nia certainly didn’t have clearance to be down here, but Alex had made the exception. After all, what was happening took unprecedented to whole new levels.

The atmosphere down here was… dour. There was no other way to describe it. The lights were dull, a buzzing drone from the fluorescents the only source of sound. The cells were made from thick transparent materials, allowing each occupant to be seen by visitors. It gave her wicked _Silence of the Lambs_ vibes. Still, Nia’s gut twisted at the invasive nature of the set-up. It felt worse, somehow, than a cement block with no windows. This way, as little as a sneeze could be recorded by the cameras spread evenly along the walls.

Eventually, Brainy sighed. “I know,” he said in answer, lifting a hand towards his chest, clenching it. “But, I must.”

“We’ll fix this,” Nia said, fighting the tremble in her voice. “We won’t let him take you. _I_ won’t.”

“My biology was meant for this,” Brainy said, smiling weakly. “It is a… small silver lining in the storm ahead. Brainiac will try to warp me. He may succeed. But my body can withstand it.” He shifted, biting his cheek. “I do not know how he found me, whether he planned this from the beginning, but I refuse to let him win.” He glanced up, and Nia was surprised by the strength in Brainy’s eyes.

Nia’s heart warmed to see it. After the fear she’d seen plague his expression in the alley, the way he’d collapsed into her arms, so unaware of himself, shaken to his _core…_ it was a relief to see a little of his confidence returning. She just wished it was under better circumstances. One where she’d be able to keep watching that confidence grow instead of having it locked away behind a power dampening cell.

Nia swallowed down a sob. She couldn’t. She _couldn’t._

Brainy turned suddenly, meeting her eyes steadily. “Nia. There is something I need you to do for me.”

Nia didn’t hesitate. “Anything.”

Brainy smiled at that, unclenching his jaw. His gaze flickered downwards as he folded his hands over each other, gently easing his Legion ring from his finger. He looked at it briefly before he held it out to her, steady and unmoving on his palm. “I need you to take this.”

Nia’s heart stuttered. Her mouth was suddenly incredibly dry. “Brainy… I can’t…”

“You can.” Brainy took her hand, far too quickly for her to back away, and pressed the ring into it. Nia could feel the bump of the Nth metal, cold and strange against her skin. He stared at her imploringly. “Nia, I trust no one more than you with this. I cannot hold the Legion’s power while Brainiac has access to my body, my _mind._ I know you will keep it safe and, and _I_ will feel much better knowing you hold possession of it.”

Nia’s lips trembled. Brainy’s dark eyes glistened, but the trust behind them was undeniable. No matter how hard she tried, she couldn’t keep the tears at bay any longer. She shook her head as salt began to paint her cheeks, gripping the Legion ring tight in her hand. “I’ll keep it somewhere safe. I’ll-”

“Nia.”

Nia stared numbly as Brainy carefully unfolded her hand, slipping the ring onto her finger. It felt loose on her at first, as though it might slip off despite Brainy’s insistence, but then, suddenly, it tightened, moulding perfectly to her hand’s dimensions. She gasped, staring down at it. “I…”

“Keep it safe by using it,” Brainy said. “I do not know what will happen in the next hour, the next day, the next…” He took a sharp breath. “You must be prepared for anything. I cannot know your plans to defeat Brainiac. Not yet. My hold is already… weaker than I would like. I can’t be with you.” His lips thinned into a pained smile. “But this… this can. So, please, Nia. Use it to your advantage.”

Nia didn’t know when it happened, but she couldn’t keep herself apart from him any longer. She pushed herself forward, pressing her lips tightly, desperately to Brainy’s. Her fingers tensed against his back, the unfamiliar weight of the ring catching on his shirt. Brainy returned the kiss tenderly. He wound his arms around Nia’s, and despite the tension in his body, the chaos of his thoughts practically tangible in the air between them, for just a moment none of it mattered.

Then Nia sobbed, tasting salt on her lips. She wasn’t sure whether they were her tears or Brainy’s, she didn’t care. She laxed against him, pulling away to nuzzle her face against his neck.

“We’ll stop him,” Nia whispered against his throat. “I swear.”

“I know,” Brainy said, but this close, Nia could feel the uncertain tremor that ran through his voice.

* * *

Nia had left in a hurry when Alex returned; Alex had bumped into her as she’d been headed for the elevator, catching her murmuring something awkwardly about needing some air. Alex had pretended not to see the tear stains on Nia’s cheeks, or the way she had clearly knocked her hair in front of her face to hide them from any nosy agents.

Alex had wanted to talk to her about it, but she knew Nia needed her space, if nothing else than to come to terms with everything that was happening. Alex could certainly relate to that.

Still, she had to focus, she needed to a run a debrief with her team – at least, members that deserved to know about Brainy’s status. A few of her medical staff, trusted field agents and, of course, Kara, J’onn, _Kelly._

How would any of them react?

How was _she_ reacting?

Alex nearly smiled at the thought. Since Brainy had told her, it was like her mind had gone onto autopilot. A numbing fog had clouded her head, guiding her through the motions of taking one of her closest friends into the basement holding cells, authorising his imprisonment in one of their most secure units, and… and now what?

Now, she supposed, the fog was beginning to clear. What it left her behind was a despair so deep in her chest, it felt like she couldn’t breathe.

So many questions roared through her mind. She knew Brainy had said his physiology was different, but he’d also told her the survival rate for conversion was in _no one’s_ favour. He might have insinuated his body was stronger, but he’d never said anything about his mind. And if what he’d said about hurting people was true, losing time and losing _memories?_

How much time did they have to reverse this? _Could_ they reverse this?

More than ever, she needed answers and, as much as she hated it, the only person with the proper insight to give them was Brainy himself.

She didn’t think Brainy had noticed her when she first stopped in front of his cell. Brainy stood in contemplative silence at the centre of the small space, eyes closed, hands clasped in front of him in a familiar triangular formation. It was meditative, practiced, but Alex could see the way his eyes flickered behind his lids, the twitch of discomfort on his lips. She remembered how he’d reacted when he’d crashed into the lab, how he’d baulked when she’d asked him about Brainiac’s powers, like something was keeping him from talking.

Even if she got him to open-up to her now, how could she trust it was even Brainy doing the talking?

Alex cleared her throat with some difficulty. “Brainy,” she said, “we need to talk.”

Brainy’s chest stilled. It was nearly imperceptible, but Alex caught the shift of his shoulders, the small clench of his jaw.

After a short silence, Brainy sighed, opening his dark eyes. “Indeed, we do.”

The exhaustion hung ever-present on his face, and Alex tried hard to ignore the concern twisting in her chest. She had so many questions, and yet all she wanted to know for certain was whether Brainy could fight this, to _know_ he’d be okay. But if the look on his expression was anything to go by, she knew he didn’t have those answers.

She fought the nauseous swell in her stomach, ploughing forward. “I’ve gone through the file you created for your ancestor,” she said tightly, prompting Brainy with a pointed look. “It barely scratches the surface of anything.”

Brainy bit the inside of his cheek, meeting her gaze levelly. “I thought providing you with Brainiac’s system for collecting planets would be sufficient, I now see how wrong I was.” At that, he folded his arms, shifting his weight. His lips twisted into a bleak smile. “I can’t explain how it feels like, to have so many voices inside that are not my own, _wanting_ me to… to give in.” His smile fell. “Lex’s warehouse already weakened my defences, and-and I assumed the anger I was harbouring was a bi-product of…”

“The inhibitors,” Alex murmured.

Brainy ducked his head. “My father thought he was protecting me. Maybe he was. Maybe…”

“Brainy, this isn’t your fault.”

“Isn’t it?” Brainy closed his eyes, seeming to further pronounce the shadows that had sunk against his cheeks. “If I had just let you in from the very beginning, if-if you had been _present_ when I had opened the probe, we would not be in this situation.”

Alex shook her head. “Hey, no, that’s not fair. _I_ shouldn’t have let you do any of this alone, period. When you told me how connecting to that probe would make you feel, I should have never left the room. I should have stayed by your side and helped you through it. So, if you’re blaming yourself, you have to blame me as well.”

When Brainy didn’t so much as open his eyes, Alex sighed. “Look, what happened doesn’t matter, okay? All we have to focus on now is stopping Brainiac. We can’t do that without knowing what we’re facing.”

Brainy’s expression twisted, his arms strengthening around himself. “Now that I know he is there… I-I feel the lull of him, the whispered insistence not to say anything. I- maybe he has been there the whole time…”

Alex’s stomach clenched as Brainy swayed slightly on the spot, hardly aware of the movement at all. She desperately wanted to reach for him, pull him back into the here and now, but she was painfully aware of the high-grade barrier separating them from one another. Instead, she raised her voice. “Brainy, you need to focus. Please.”

Brainy stilled. “You’re right. I’m sorry.” He opened his eyes, refocusing slowly on his cell before blowing out a slow breath. He tracked the air ahead of him, considering something before lifting his head. “There is… a misconception that is often made with Coluans. That their quest for knowledge and technological endurance makes them more robot than person. It often makes others think that we are emotionless.” Brainy’s eyes were glassy, suddenly. He swallowed thickly. “That is untrue, even more-so for Brainiac. He is outfitted with far more implants than I, but that does not make him any less emphatic.” Brainy’s eyes scanned ahead of himself, as though he were accessing something in his own storage. His lips quirked fondly. “In every document I accessed through the Legion archive, one thing is the same. Before a planet is taken, Brainiac will walk amongst the people. He wishes for them to remember his face. Scientific pursuit is his _passion,_ and he is passionate about the people. For, he-he keeps them. Bottled and precious. To study every aspect of them. As keepsakes, as-as a collection.”

Alex watched him curiously. “How does he do it?”

“You must understand,” Brainy said quickly. “Flesh and blood it’s… it’s a very biological concept. Coluans? We have AI cores. We can be stored,” he gestured vaguely to his chest, “live-on in the Big Brain. Our consciousnesses can be downloaded and so- so we do not _need_ to be tied to a body. One body.” Brainy closed his eyes. “Do you remember how I said the sentries begin to change their host?”

“You said their DNA changed, to be like-” Alex sucked in a breath. “Wait. They _become_ Brainiac?”

The grim affirmation on Brainy’s face made Alex feel sick.

“Not every species is compatible,” Brainy admitted lowly. “In many cases, a host would simply die and Brainiac would rebuild from whatever is left. He has a body, of course, and it is ingrained to his ship. He and the ship are one, the materials are the same, much like the probe.”

Brainy’s voice was distant suddenly, as though he were reciting words from memory. He was separating them from his reality, Alex realised, making them feel less intrusive. She could remember the way Brainy had been so revolted at the notion that he shared the same components as the probe, and now more than ever she understood. She’d known on some level how connected Coluans were as a whole and how that connection tied them to their families, but hearing it spoken so plainly out loud? She couldn’t imagine how violated this made Brainy feel, knowing his ancestor was living inside him not only through his implants, but in his very mind.

“We are all connected,” Brainy said thickly, speaking Alex’s thoughts out loud. “Even when we loathe to be.”

“So, what you’re saying,” Alex managed. “Is Brainiac _downloading_ himself into you?”

“It has already begun.” Brainy’s expression was rigid. “His code has lurked within me for days, rewriting my memory, _deleting_ it.” His lips twisted. “I had thought it was just my emotions making me so vulnerable to exhaustion, now I find that times I thought I was asleep I had been… out _there… hurting people._ I…” He turned suddenly, irritably, and rubbed his eyes. His free arm was so tight around himself that Alex feared he’d crack a rib. 

Eventually, his arm loosened, although Alex could still see the way his fingers had balled up, unable to expel the nervous energy that practically radiated from him. Brainy was silent for a tense moment until, eventually, he turned back to Alex, eyes shimmering and exhausted.

Something powerful sparked through Alex’s chest, a cold rage against Brainiac. She’d never met him, had hardly heard a tale about him, but none of that mattered, not even the stories she _had_ heard mattered. Even if she’d known none of it, seeing what he was doing to Brainy now, draining him, manipulating him, _hurting_ him.

He would pay for this.

“I do not know all of Brainiac’s abilities,” Brainy said quietly. “But I know that is what you want from me. And I know I must tell you, before I-” He stopped himself, sighing sharply. “I do not know everything, but what I do know is that he is strong, no matter the body, he will ensure that.”

Alex forced herself to nod, even though Brainy’s words played like static in her mind. _No matter the body._ She knew what he was alluding to, but she could barely stomach the thought. Still, she couldn’t let it get to her, not now, not with this whole organisation, this whole _planet_ relying on what happened next.

“He is likely to display telekinetic talents as well,” Brainy continued, tipping his head, “possibly even telepathy. J’onn should be-” Brainy branched off suddenly, clenching his eyes shut. His body locked in place and he bent in on himself, arms curled protectively around his chest. “N- ** _no_**.”

“Brainy?” Alex’s heart picked up its pace. For just a second, Brainy’s voice had warped, crackling with something forebodingly mechanical. The discomfort he’d displayed earlier was more apparent than ever, but Alex couldn’t so much as reach for him behind the glass.

Instinctively, Alex stiffened, lowering to a more defensive position.

Fortunately, it wasn’t necessary. After a few seconds, the moment passed. Brainy’s arms loosened from around his body and he shook his head, lifting his gaze up to meet hers. “I’m- I’m sorry. I…” Alex couldn’t ignore how the blood had drained from Brainy’s face, washing him out beneath the cell’s obtrusive lighting. His expression twisted as he refocused on the room. “Any time I strategize, I can feel him there… listening. I can’t. I’m sorry.”

Alex’s heart dropped to her feet. Despite the dread in her gut, the fear provoking every negative thought inside her head, she drew in deep within herself and forced a small smile. “It’s okay, Brainy,” she said steadily. “We’ll figure this out.”

“You need to know,” Brainy said, ignoring her assurances. “Before this _gets_ any further, before he stops me from-” He closed his eyes again, righting himself before opening them. His voice was level when he continued. “When I investigated the cubes, I discovered Brainiac had already affected my memory to a degree that had gone completely undetected but, but… I took four data cubes when I was under his thrall.” He shook his head. “And… I do not know where the other two are.”

Alex thought bleakly back to the data cube sat in Brainy’s lab, the failed decryption sequence. “Are they all as powerful?” she asked.

“Doubtful,” Brainy said. “The one in the DEO was the largest threat to our central security and would need to breach far more strategic networks to find its way into even the most deeply encrypted caches. The others will be city-bound, but I surmise that they will not be as artfully encoded.”

“That’s something else we need to discuss,” Alex said carefully. “About the cube we have here, your decryption on it was stopped by something, this morning, almost like a power surge. I don’t know what caused it exactly, but for just a second I thought the wires were-”

“Alive?”

Alex stared at the darkly satisfied look on Brainy’s face. She swallowed unsurely. “Yes. Exactly that.”

“Remember what I said about techno-organic matter?” Brainy asked tiredly. He slid his hands into his pockets. “It always wins.”

“Can we reverse it?”

Brainy’s jaw stiffened at that. “I-” He shook his head. “It’s possible,” he managed, but his teeth were clenched, and Alex could see that same fight ongoing behind his eyes.

“It’s fine,” she said quickly. “We know what to look for now, or, what not to look for, we’ll find them. And we’ll figure out the cubes we have already, whatever it takes.”

Brainy relaxed slightly, nodding his thanks. When he looked up to it, he cleared his throat. “I would like to offer my assistance in any way I can. Right now, I have a direct link to Brainiac. His mind is fighting me at the moment which blocks any attempt at accessing his thought tracks, but with h-help-“ He stuttered again, gritting his teeth. “ _Telepathic_ assistance would be appreciated.”

Alex knew what Brainy was trying to say. He didn’t want Brainiac to read his thoughts, but the implications of his words were clear. He needed J’onn’s help.

“I understand,” Alex said, smiling when Brainy’s expression flooded with relief. “I’ll get the team together and we’ll talk this all out. Will you-” She paused a moment, swallowing. “Will you be okay here? Alone, I mean.”

Brainy smiled grimly. “I’m not alone,” he murmured, and Alex watched as he lifted his hand, placing it at one of three key spots along his chest. “But, I will manage just fine.” He eyed her warily. “Time is key, Alex. Brainiac’s interest was peaked the moment I made contact with that data cube. He is coming.”

Alex tried to ignore the uncomfortable twist in her stomach as she nodded, turning away. “I’ll get someone down here as soon as I can.”

* * *

Nia stared numbly at the ring on her finger. The blockish ‘L’ embellished across its surface glared up at her, nearly mockingly, boldly declaring the team it represented.

The one _she_ wasn’t a part of.

It felt wrong to wear it. Maybe that was a stupid notion, but she couldn’t shake it. Nia knew her descendent was a part of the Legion, and that above all else, Brainy had asked her to use it, but she couldn’t rid the sense of imposter syndrome wearing the ring evoked within her.

She shared so much with Brainy; clothes, food, jokes and interests, but this ring was _his._ Wearing it just made the knowledge that he wouldn’t be bounding into the room, tablet in tow, that much more profound.

She clenched her hand at that thought, ducking her head as she leant solidly against Brainy’s workspace.

The room was empty, a vague burning smell permeating from the cube’s failed decryption. Nia hadn’t paid it much thought. She couldn’t even remember _getting_ here.

The lab grounded her, at least. Seeing this place, all the unfinished notes, the papers that had been strewn about and the menagerie of tech laid out on the surfaces reminded her of just how hard they would need to fight to stop Brainiac, to _save_ Brainy.

Nia ran her hand along the table just shy of Brainy’s computer, finding the crack still so pronounced across its surface. Her lips twisted as a flash of her vision struck her again - silver coins falling from the sky.

They weren’t spinning anymore. Each one fell like a dead weight, imprinting the ground with the surface it found least desirable. The side that faced the sky, still polluted with clouds of smouldering ash, was the same for every coin that fell. A face that Nia had come to despise as much as Brainy. The one responsible for all of this. The one who’d take this world from them if he had the chance.

Narrow nose, green skin, dark and awful eyes - a motley of external implants embedded in his skull.

There was amusement on his lips, immortalised and unmoving on each individual coin.

Brainy was gone.

Only Brainiac remained.

“Nia?”

Nia jerked so hard from the table that she nearly lost her balance. Her breath hitched and fell in her chest as the dream began to lift, shifting her focus back to the present.

As she turned, she found Alex watching her worriedly from the doorway.

Nia ran a hand across her face, unsurprised when her fingers came back wet. “Sorry,” she said, feeling her cheeks begin to redden. “Um. How long have you been there?”

Alex’s expression softened. “Not long.” She shifted from the doorway, taking her time as she walked across the room. “What are you thinking?”

A sudden irritation bubbled to the surface of Nia’s chest. After the last couple of hours, what _wasn’t_ she thinking? She choked out a laugh, gesturing at the room. “I- I just can’t believe this.” She shook her head. “ _No._ It’s not that I don’t believe it, it’s that I should have _known._ The second I had that dream-”

“Dream?”

Nia cringed. _Crap._ “I-uh, yeah. I told Kara about it – sort of – but, it’s just- I _thought_ it was warning me about Brainiac coming here, and about how Brainy had been stressing himself out looking for answers. I didn’t think it was about-” She paused, sinking her fingernails into the familiar cracks indented into Brainy’s workbench. “I should have known,” she repeated quietly. “Maybe if I had, we could have stopped it from getting this far.”

“You know, you sound just like Brainy.” Alex reached for Nia’s shoulder, but as her fingers met her shirt, Nia tensed. Her vision had left her feeling raw and vulnerable, and as much as she wished she could accept Alex’s gesture, she couldn’t. Nia ducked her head; she could feel tears again, burning in the back of her throat.

Seeming to realise this, Alex took her hand away. “Nia,” she said softly, “this isn’t your fault. It’s no one’s fault other than Brainiac’s.” There was a pause. “Besides, if we’re going to play the blame-game, then I should be on the top of the list. I started doubting that a sentry was even out there, I didn’t think about how Brainy had been alone with that thing, and I chalked up his strange behaviour to just another side effect from forgoing his inhibitors.”

Nia glanced up at her. “Alex, you couldn’t have known. Even Brainy thought it was because of that.” Her eyes hardened and impulsively, she took the opportunity to take Alex’s arm, returning the gesture with as much confidence as she could muster. “You’re right. We shouldn’t blame ourselves. We need to focus on how we fix Brainy.”

Alex’s lips quirked sadly. “I’ve called in J’onn and Kara. Once everyone’s caught up to speed, we’ll figure out a plan of action.” Alex straightened and, with it, her expression shifted. Nia swallowed. There had been a time not that long ago when she’d been afraid of that kind of look. It was authoritative, making no room for argument. Exactly the kind of look the Director of the DEO needed to have in a life or death situation.

Because that was what this was, Nia knew. Life or death. Not just for Brainy, but if Brainiac got what he wanted – the cubes, the data, the mind of his own kin, subdued and vulnerable…

_God._ It’d be the end of the world.

* * *

“How?” Kara demanded “ _How_ did this happen, Alex?”

The pain Kara saw in her sister’s eyes only furthered the cavernous pit growing inside of her chest.

She’d expected answers when she and J’onn had headed into the DEO that morning. Instead, she’d found Nia with tear stained cheeks standing by an exhausted-looking Alex. When Kara had queried where Brainy was, she hadn’t expected, hadn’t _thought_ it could be this bad. But as Alex and Nia had explained the events that had transpired since she and J’onn had been gone, Kara could barely think at all.

There was a roaring in her ears, and a stifling heat swelling in her chest. Brainy was downstairs in a basement cell, because, because he was _infected?_ It didn’t make sense. How could it make _sense?_

“As far as we know, it happened when Brainy first opened the probe,” Alex said steadily, snapping Kara’s attention back to the present. She shrugged weakly. “It’s been inside of him ever since.”

Kara shook her head. “No,” she said firmly. “No, that can’t be- _how?”_ A stricken laugh caught in her throat. _“I_ scanned him, Alex, there wasn’t anything there!”

Kara could hear the shrillness in her voice, but she couldn’t stop herself. Her chest felt tight, the air barely making its way through her lungs. She felt trapped, suddenly, and despite the generous size of Brainy’s lab, the walls felt like they were closing in on her. An instinctual urge to fly away tugged at her gut, but she couldn’t move. Her legs were firmly rooted to the spot.

“I know,” Alex said softly. “I thought the same thing at first. But, Brainy said the sentry wouldn’t be detectable, no matter the scan. It’s made from the same materials as him, it can effectively blend seamlessly into his body. You wouldn’t see it because, because to you, to _anyone,_ it’d look like any other piece of him.”

Nia shuddered at Alex’s side, hugging her arms close to her chest. “It _is_ a part of him,” she muttered. “That’s what makes it so _sick._ Brainiac knew that, knew how it’d make Brainy feel-”

“Nia?” J’onn prompted gently. “Did you have another vision?”

J’onn, to his credit, hadn’t reacted quite as heatedly as Kara. Although, she suspected that was more to do with how he processed his emotions as a Martian. There had been a time when he would have been prone to anger far greater than hers, but now? Now, Kara knew he was angry, could see it in the way he held himself, tight and controlled, but that was just it. He was _controlling_ his anger, not allowing it to burst free. A part of her resented him for that. Even still, he looked worried. More-so when Nia flinched at his question, tucking the hair out of her face.

“Just pieces,” she muttered. “I keep seeing his face on those stupid _coins._ ”

“Coins?” Kara asked, frowning.

“Yeah.” Nia sighed. “Do you remember the dream I told you about? The one I thought might help Brainy?”

Kara’s heart clenched. “Oh, Nia…”

Nia sighed shakily, rubbing a hand across her face. “It was a warning, just not the warning I’d thought. I keep seeing coins. _Thousands_ of coins and they’re falling through a red and burning sky. They have two faces. One side is Brainy’s, the other is Brainiac’s.” She closed her eyes suddenly, laughing grimly. “Wanna take a guess at what side they land on?”

Alex reached out tentatively before she paused, her hand hovering just shy of Nia’s shoulder. Nia opened her eyes, a small smile crossing her lips as she nodded. It was only then that Alex took Nia’s arm, squeezing gently.

Kara swallowed hard, drawing in a deep breath. “Okay, _okay,_ so, we know Brainiac’s sentry is inside of Brainy, but do we really know what that means?”

“It means he’s not in control of himself,” Nia said, brows knitted together. “He doesn’t trust himself right now. Brainiac could be listening at any time.”

“He’s been losing time, not to mention the mood swings,” Alex said grimly. “And not just with what happened with the cube he found, but those outbursts he was having?”

“He was so afraid of that,” Kara said softly. “Before he even took off his inhibitors, he told me how terrified he was of being anything like his mother.” She closed her eyes tightly. Suddenly, the hole in the lab’s wall, the cracks along his workbench, all made so much more sense. _Yes,_ he’d been struggling to curb his emotions since he took off his inhibitors, but not once had he done anything violent. The obsessive gleam in his eyes returned to Kara suddenly, the way he had spoken so confidently of Brainiac’s play back when the computer had first started to crash, the sure sense that the sentry was infecting someone within the building.

He’d been right, and that certainty had been downright unsettling to witness first-hand. He hadn’t seemed to care about the implications of his answer in that moment, and Kara suddenly wondered if that had all been a part of it. By being unable to empathise to the situation, Brainy wouldn’t have thought about the people within his calculation being affected. The fact _he_ could have been one of them.

“Brainiac’s gonna pay for this,” Nia said lowly.

“And he will, we will make sure of it,” J’onn said, before frowning. “This does beg the question, are we to assume that Brainy has been entirely under Brainiac’s influence this whole time?”

Kara recoiled sharply at that, shaking her head vehemently. “No. No, there’s no way that’s true. If Brainiac had been in control of Brainy’s every action, how would he have even found the cube in the first place?”

“Something definitely heightened when Brainy touched it,” Nia added grimly. “Before, the coins couldn’t pick a side. Now, though?” Her arms tightened. “It’s like I can’t see him at all.”

Alex nodded slowly. “Brainy told me something similar, about the cube awakening something inside him.” She glanced to J’onn. “Yesterday, you said that you could sense something from Brainy that was different from anything you’d ever felt from him before.”

J’onn nodded apprehensively. “I had suspected it was stress amplified by his inhibitor-less mind, but now- now it makes sense. There were aspects of his emotional state I still could not reach. Although clearer, something was still blocking me. It shouldn’t have been possible, not without his inhibitors.”

Kara stared. “So, Brainiac can block Martian telepathy? _Great._ ”

J’onn sighed. “Not completely. Theoretically, I should be able to break through.”

“Which is what I wanted to raise next,” Alex said, lifting her head. “I didn’t want to bring you guys in here just to update you. We need to start planning for Brainiac’s attack. Right now, Brainy isn’t confident that what he knows can be trusted, but what he _does_ know is that with help, he might be able to reverse this whole thing right back onto Brainiac, invade _his_ mind in return.” She nodded towards J’onn. “He asked for your help.”

“I’m helping too,” Nia said immediately.

When everyone looked at her, she straightened, balling her hands into fists. “Look. I get why you guys didn’t want me in on this, but that was before we knew what was happening to Brainy. I’m helping.”

The gleam in Nia’s eyes radiated power, and Kara had to bite her lip to keep from smiling. Not even a year ago, Nia had been new to the superhero gig, had barely been adjusted to her powers. Now, after countless training sessions in the Fortress, patrolling with the Super Friends, trial and error out in the field, she was stood here, a strength and passion rolling from her in close-to palpable waves, challenging anyone in the room to dare say a word against her. 

Despite everything that was happening, Kara couldn’t ignore the swell of pride in her chest and, as she glanced around the room, she knew she wasn’t the only one to feel it.

“Actually,” Alex said, her own lips quirking. “That’s a great idea, Nia.”

Nia started slightly, her posture sagging before she righted herself again, raising a brow. “It… it is?”

Alex grinned, nodding. “Your powers will be perfect to help J’onn see into Brainy’s mind. Besides, you’re best suited here more than anyone else to encourage Brainy to tell us anything he might not have already come clean on.”

J’onn frowned at that. “You think he’s still holding back on us?”

“I know he is,” Alex said. She closed her eyes. “I wish I could say otherwise, but…” She shook her head, glancing at Nia. “It’s a good idea, Nia. I want you with J’onn, we need to know everything we can about Brainiac’s plan, where his ship is and _any_ weaknesses we can use to our advantage.”

Kara perked up at that. She glanced about the room, spying the two data cubes sat side-by-side on the counter. “Speaking of intel,” she said. “Wasn’t Brainy decrypting the cube he found under his desk?”

Alex froze. “He _was._ ” She cringed. “Techno-organic matter is… is freaking _weird._ I don’t know what happened, exactly, but I think the cube got smarter when Brainy connected to the one out in the alley. It fried both computers in here and then it, well, then it started changing the wire into something else.”

Kara’s stomach tightened. “Okay why did you phrase that like it turned into something out of a horror movie?”

“Because, it kind of did,” Alex admitted, shuddering. “The wire’s texture changed into something else when the cube went haywire, something softer, _warmer_. Then there was the way it moved. I’ve seen live wires jump before, but that’s just the thing. It didn’t react like that. It almost felt… _alive_.”

“Techno-organic matter is eons ahead of its time,” J’onn said thoughtfully. “It holds its own kind of life, one that can be passed onto any technology it bonds with. Think of it like an immediate and effective evolution.”

“Nope,” Kara said, folding her arms tightly. “You’re kidding, right? That’s _definitely_ out of a horror movie.”

“But the cube isn’t techno organic,” Nia said suddenly. She frowned. “I mean, that’s what Brainy said, right?”

J’onn sighed. “It is possible the encryption itself carries some form of underlying code, perhaps something that triggers these changes?”

“Or, Brainy lied to us,” Alex said.

“No,” Kara said tightly. “Brainiac did.”

The room fell silent.

Alex cleared her throat. “Anyway,” she murmured. “Whatever happened reset the decryption. Brainy can’t run another in his condition, and I _really_ hate to say this, but there’s only one other person that I know of capable of running a decryption on this kind of high-grade alien tech.”

The silence in the room grew thicker.

Kara knew the answer before Alex had even finished speaking. An uncomfortable heat swelled in her chest and she shifted her position, locking her hands in front of her, hoping to gain some confidence by using a familiar stance.

She could feel her throat lock as she swallowed. “Lena.”

Alex’s expression was grave. “She helped during Crisis, I have to believe she’ll help now, too.”

Kara nodded. “Of course, I-” She turned suddenly, nearly tripping over herself. A horrible nervous energy was itching its way through her blood. “I’ll- I’ll go and ask her.”

“No.”

Kara froze. She turned back to her sister, frowning quizzically. “But-?”

Alex raised her hand. “I’m sorry, Kara, but with J’onn helping Nia and Brainy, you’re the only one who can go out there and try to find these other cubes. Brainy says they’ll likely have been evenly spaced from each other, enough that they can communicate and bounce information between them. They should be keyed into places that hold lots of data, a museum or library, a police precinct, maybe, or a bank. _Anything_ with information that has potential to help Brainiac.”

Kara nodded, biting her lip. “Of course.” A part of her was relieved she wouldn’t be the one to face Lena, and yet that thought alone only made her feel ten times as guilty about _not_ wanting to face her.

_Coward._

Lena’s voice, cold and mocking, echoing to her even now. Kara rolled her shoulders, burying those thoughts deep. She narrowed her eyes. “So, you’re going to speak to her?”

Alex shrugged. “She listened to me before, hopefully she’ll listen again.”

“She will,” Nia said suddenly. When everyone glanced at her, she paled, shaking her head. “It’s just… She and Brainy were close. Before all this happened, I mean. They had a strong bond, y’know? They trusted each other.”

Kara’s lips twisted bitterly. _Trust._ It felt like such an easy word to throw around amongst her friends, something she’d never needed to second guess. And yet… here they were now, living through a scenario where Lena believed they had all betrayed her trust by lying to her, with Kara at the very centre of that lie.

It _wasn’t_ a lie – or, no, it had never _meant_ to be a lie, but even after everything Alex had said, Kara was still torn. She knew it had always been her secret to keep, _knew_ that Lena could have been hurt had she known the truth, but she also knew she’d be lying if she told herself it was the _only_ reason for holding back for so long.

Lena had kept her fair share of secrets over the years and it wasn’t fair that she should hold her solely accountable, but that thought alone wasn’t enough to stem the guilt in Kara’s heart.

She didn’t say any of this out loud. Instead, she offered her sister a small smile. “I know Lena,” she said. “As much as she might hate us right now, she won’t let this world burn because of it. Like you said,” she said, shrugging, “she helped us before, she’ll do it again.”

Alex didn’t look quite as convinced, but Kara hoped her conviction shone through in her eyes. Maybe her sister couldn’t quite trust in Lena, and Kara understood that. After everything that had happened, it would have been naïve to assume that Lena had changed just because the universe had.

But Kara had room to hope. 

* * *

At the very least, Brainy was able to think again.

He couldn’t exactly explain it, but since entering the power-dampening cell further modified to block out electrical input, the incessant pressure mounting in his head, driving him towards what Nia would have referred to as a _total meltdown_ appeared to have alleviated somewhat.

Brainiac was quiet – at least, the voices that Brainy had come to understand as Brainiac were. They weren’t one entity, but they also weren’t the familial drive of his ancestors. There was something domineering about the voices, a forceful push that hadn’t let up since Brainy had made contact with that second cube, since the pieces started falling into place.

If it was possible, Brainy would have said that Brainiac felt almost _dormant_ within him. Perhaps it was the cell, but Brainy couldn’t allow himself to believe that. He’d felt Brainiac before when Alex had been here, the lull of him as he’d nearly released his plans into the exact thought track the drive had felt the most powerful, the most intoxicating.

Since then, Brainy had narrowed Brainiac’s influence down to three thought tracks, but even after running several in-depth internal scans of his bio-mechanical functions, he had been unable to trace the sentry within his systems. It was perfectly integrated, matching his own enhancements to a 100% degree of accuracy. It made his skin crawl.

It had been nearly an hour since Alex had left. In that time, Brainy had begun to feel the effects of the cell. It had started with little things. For example, noting that he was unable to access the DEO mainframe. Then he realised that the Legion archive was no longer at his disposal, separating him from yet another familiar comfort. His finger felt naked without his ring, and though his heart warmed to know that Nia held possession of it, knowing he was without it, without _her,_ only furthered the emptiness in his chest.

Now, without any long-distance connections, only his internal implants held strong.

He suddenly felt very, very alone.

Brainy shifted so that he was cross-legged on the small cot sat at the far corner of the cell. He pressed his back against the wall, the coolness of the material bleeding through cloth and fleece, sending a shiver up his spine. Despite that, he raised his chin, closing his eyes.

After a heavy pause, Brainy’s jaw clenched. “How did we _not_ see this coming?” he muttered.

“You know the reason.”

Brainy opened his eyes to find two versions of himself occupying the small space ahead of him. The yellow-boot attired Querl he had spoken to the most recently, and his female counterpart, Director Dox, who had elected not to sit, but rather pace from one side of the cell to the other, hands clenched tightly behind her back.

Querl had been the one to speak, and as Brainy glanced over to where he was sat on the floor, legs arched in front of him, arms draped loosely over his knees, he shrugged. “It’s _Brainiac,_ man.”

Brainy snorted at that, gritting his teeth. “Is that all the insight you have to offer?” He looked up at Director Dox, her dark hair curtained her expression, though the tension she carried in her shoulders spoke paragraphs. Brainy’s lips curled. “And you?” he asked accusingly. “Care to add anything?”

Her eyes narrowed, hands clenching firmer by her back. She continued to pace, undisturbed.

Brainy nearly smiled. He glanced away. “I suspected not.”

Brainy did not have the energy to project his doppelgangers visually. They were merely mental amplifications, visible to him and him alone. He had ceased caring what others might think should they decide to tune into his security feed. He had far more pressing concerns than to worry about what other’s may discuss of his mental state.

Like how he had been so _stupid_ to ignore this.

Without Brainiac’s presence so thick in his head, his frustration had begun to return, budding to the surface, adamant to break free alongside his voice.

Brainy shook his head, fingers biting into the hard mattress. “I have the Big Brain,” he said bitterly. “How, _how_ did I miss this?” He looked up, desperate for either of his doppelgangers to meet his eyes. Querl did, quirking a brow. “How did we _all_ miss this?” Brainy gritted.

Director Dox stopped swiftly. She ducked her head, closing her eyes before eventually swivelling to face him. “He has been affecting our memories,” she said pragmatically. “That directly skewers our perception of events. We are only here because of our connection through _you,_ Querl, if that is altered in any way-”

“I understand,” Brainy said stiffly. And he did. Of _course_ he did. “It does not mean that I have to like it.”

“None of us like it,” Querl countered. He shrugged impassively, tipping his head back against the cell’s reinforced glass. “But, it has happened. What’s important now is that we focus on how to _defeat_ this evil.” He slammed a fist into his open palm. He glanced up, raising his brows. “Don’t you both agree?”

Director Dox’s lips twisted grimly. “He is correct,” she said with a firm nod. “We can’t linger on what we didn’t see, only on what we may be able to do now, especially with the assistance from your friends.”

Brainy flinched at that. A sour memory of being surrounded by peers identical to him with plans he hadn’t even put into consideration flashed through his mind. “And yet,” he said quickly, “I _still_ feel like I am a step behind. Perhaps even more than that.” He pushed himself from the wall, gesturing at his doppelgangers emphatically. “You told me that my connection to the Big Brain would make me stronger, and yet-” he grinned despite himself, tears burning behind his eyes, “I didn’t _see_ any of this! None of us did, because of your connection to me, because of my perceptions, because I have been _bombarded_ with all these emotions since the second I realised Brainiac was interested in this planet!”

Brainy stuttered a moment, realising that his doppelgangers were watching him with a curious sympathy. He gritted his teeth, closing his eyes. “Perhaps if I still wore my inhibitors,” he muttered, “I might have _known,_ maybe I could have stopped Brainiac from _ever_ entering my mind in the first place.”

No one said anything for a while, Brainy didn’t expect them to. The sentry was a numb poison slugging its way through every inch of his body and perhaps he could blame it for his sudden outburst, but the more he thought back to the last few days, the more he realised he had no idea what had been Brainiac’s influence on his psyche and what had simply been due to his new, unpredictable self. These emotions had challenged him far before the sentry had even entered Earth’s atmosphere. It would have been ignorant to blame them on some great evil and not, in fact, his own mind.

Brainy could feel a thickness building in his throat. He swallowed down salt, holding himself steady.

A moment later, he felt the phantom sensation of a not-quite real projection connecting with his physical self. A hum from his female doppelganger’s life projector confirmed his suspicions. Brainy raised his head to find Director Dox’s fingers linked with his own, her dark eyes sympathetic.

“Querl Dox,” she said simply. “With your inhibitors, you weren’t calibrated, _connected_ to the full spectrum of emotions, would you have preferred to be unable to love to the truest extent of yourself?”

“I _did_ love,” Brainy countered, jerking his hands from the ghostly tendrils of his female counterpart’s touch. “I _was_ connected. I-I loved my friends, I _loved_ Nia.”

“But you were uncertain,” she said. She didn’t phrase it like a question. “You may have felt, but I am certain that it was in no way like what you feel now.”

Brainy’s chest tightened. Things had indeed become clearer since he’d taken off his inhibitors, he could not deny how _good_ it felt to be comfortable in his own skin, to not feel like he had to put on a show or to over-accentuate his point just to be accepted, _connected_. Of course, he still enjoyed the theatrics of it, but it was in _his_ control now. He was… happier.

Brainy stuttered. “I-I-”

“You’re certainly less jumpy than you were,” Querl piped in from the floor, raising his hand. When Brainy glanced at him, he winked.

His female counterpart was not impressed. Instead, she re-asserted herself. “Querl, your emotions don’t have to control you. Yes, it is difficult at first.” She gestured to the other Querl. “It’s true, we did not have the same limitations as you. We were not outfitted with inhibitors like you. And so _young._ ” She grimaced, reaching again for Brainy’s hands, squeezing gently, sending a prickle of static through his arms. “I can only conceptualise what this must feel like for you, but I _do_ understand.” She smiled sadly. “The world is louder now and perhaps, without that distraction, discovering Brainiac’s true intentions would have come sooner, but at the cost of your freedom?”

Brainy choked out a laugh. He glanced at the cell that surrounded him. “I am not _free._ ”

“Yes, you are,” she said. “Free to love. To _be_ loved. To the extent that you deserve.”

When Brainy glanced away, she tugged at him. “Tell me how it felt,” she said suddenly. “You said you began feeling so strongly when Brainiac came to this planet. _Why?_ ”

Brainy stared. “What kind of a question-?”

“Answer it,” Querl said. His voice was lightly entertained, his eyes shimmering with something Brainy couldn’t quite discern.

Brainy frowned at them both. “Very well, I- I believe I felt so strongly because Earth has become something of a special interest to me. Through multiple time periods, multiple _iterations,_ it is more of a home than Colu ever was.”

“Because?” Director Dox prompted.

“Because…” Brainy said weakly. “Because, I-I made friends here. I have a family here. People I love. And Nia-”

“You didn’t want Brainiac to hurt them,” Querl said. He still sat as indifferently on the floor, toying with a pair of gaudy sunglasses he’d plucked right out of the collective. He shrugged, popping them onto his face. “It made you angry.”

Brainy’s shoulders slumped exhaustedly. “Of _course_ it made me angry.”

“Then _use_ that anger.” Director Dox squeezed his wrists as tightly as she was able. “Querl, you treat these emotions as though they are your weakness, something to be feared, but you can _use_ them to enhance your thinking, to meld both your mind and your heart. Use the anger, the fear, even use the chances for happiness that defeating Brainiac will bring to _your_ advantage. Your decisions will be grounded in what you desire most, the Big Brain need only act as your guide, _not_ your lifeline.”

Brainy blinked. “I-I hadn’t considered.”

“Of course you didn’t, dummy,” Querl called out affectionately. “That’s what we’re here for. To help you remember.”

“We are a part of you,” Director Dox affirmed, smiling sharply. “Brainiac may have conquered many worlds, but he has never faced a mind as well matched as his own. Not until now.”

“A mind tripled,” Brainy murmured.

Querl fist pumped the air. “Right on! He’s got nothing on us!”

Brainy watched his female doppelganger as she softened, rolling her eyes. “Brainiac may appear dormant for now, but we will find him and we _will_ stop him. Together.”

“Brainy?”

Brainy flinched, jerking as his mental projections evaporated in response to the new, remarkably more _physical_ voice that emanated from outside of his cell.

J’onn was stood waiting for him, his brow creased like that of a concerned parent. That thought alone made Brainy’s stomach twist.

“Nia will join us shortly,” J’onn said in means of explanation. “But there are certain preparations that must be made before we can access your mind.” He raised his brow. “Are you ready to begin?”

Brainy cleared his throat. Even without the images of his doppelgangers in front of him, he could still feel them, a steady thrum of heat pulsing away at his centre, trilling through his life projectors, electrifying his blood. He released his hands from the mattress, the lingering sensation of Director Dox’s hands a familiar constant.

“Indeed,” Brainy said, nodding stiffly. “I am.”

* * *

Alex wasn’t even sure she’d get through Luthor Corp’s front door, let alone the reception desk. The DEO badge helped. That and – despite what Lex had helped Lena remember – her receptionist still very much believed that Lena had a good rapport with the DEO. And so of course, when the _Director_ of said organisation came a-knocking, she was more than happy to oblige.

“Guess some things don’t change,” Alex said the moment she walked into Lena’s office. The minimalist décor was still the same, the white furniture and expansive view just as reminiscent of her stature as it had been on their old Earth.

Lena didn’t even turn her way. She was stood to the side of her desk, nursing a freshly poured glass of scotch. Something told Alex that her receptionist had only just informed her of her ‘surprise visit’, not that Lena could exactly refuse her in this new reality. If anything, Alex was at least grateful for that.

“What do you want, Alex?” Lena asked. She was dressed smartly in a fitted suit, the cufflinks of which glinted against her scotch as she swirled it in small, controlled motions. A coldness seemed to emanate from her, chilling Alex by sheer propinquity alone. “If you’re here on your sister’s behalf-”

“I’m not,” Alex said, taking a further step into the room. She centred herself, watching Lena even if she wouldn’t offer her the same courtesy in return. “Trust me, I wouldn’t be here at all if it wasn’t important.”

Lena’s lips quirked. She took a sip of her scotch. “Oh?”

Alex tried very hard to ignore the frustrated burn inside her chest. It felt wrong to be here. Even after what had happened with Crisis, Alex knew that Lena had no intention of rekindling her relationship with any of them. And honestly, she wasn’t even certain she cared. Maybe Lena paraded about the woe-is-me attitude, the heartbreak and the betrayal that seemed to centre her life, maybe she even believed in her own twisted way that she wanted to help people, but Alex would not for one second allow herself to stoop to a level where she felt as though she was the reason for any of it, that she _owed_ Lena some kind of debt. Kara had already spent enough time wallowing in that hole, and for what?

In her position, Alex had no doubt that Kara would have spared Lena the time to try and build a bridge between them, to try yet again to convince her to see through the poisonous accusations and mistrust that plagued her mind. 

But, they didn’t have that kind of time.

Alex’s next smile was mirthless when she asked, “Did Brainy ever tell you about his family?”

That seemed to catch Lena off guard. She half turned to face Alex. Her dark hair framed her features - a perfectly neutral expression, except, perhaps, for a half-curious glimmer that sat in her eyes. “I think we bonded over it a few times.”

“What about Brainiac?”

Lena’s brow quirked at that. “One of his ancestors, right?” She glanced away thoughtfully, drumming her free hand against the desk. “I imagine he was a remarkably devious individual, if what Brainy told me was even true.”

There was a bitter edge to Lena’s voice, a grim twist to her lips as she took another swig of her drink. Alex frowned. Despite how much Lena wanted to feign her mistrust, Alex had a pretty good feeling that she had believed every word Brainy had once told her.

_Bonded_ was the word she’d used, right? It made sense, although Lena and Brainy had come from vastly different backgrounds, their families were similar both parts in notoriety and infamy.

Alex had to keep from smiling. Nia had been right; she could see it in the wistfulness that had yet to lift from Lena’s expression. She still had a connection to Brainy, even behind the pain of betrayal. That was her way in.

Suddenly, Lena blinked, her grip tightening against the desk. Her eyes narrowed. “What is this about, Alex?”

“Brainiac’s coming to Earth,” Alex said quickly, far quicker than she’d imagined in her head. She didn’t wait for Lena’s reaction. “We don’t know when,” she continued, smiling despite herself, “hell we’re not even sure _how_ exactly, only that once he gets here… he would be capable of taking this entire planet hostage.”

Alex paused to breathe, watching Lena, curious to gauge her reaction.

Lena’s pale eyes had widened slightly, a curious furrow set in her brow.

Then, she chuckled grimly, bringing her scotch back to her lips. “A new universe, a new _Crisis,_ ” she muttered into her glass. “Why am I not surprised?” She knocked the last of her drink back, placing it calmly on the desk. After a moment’s tight consideration, she looked back at Alex. “Why do you need me? Surely Brainy is more than equipped to handle his own family without the need to ask for my help.”

Alex smiled wryly. “I was getting to that,” she said. She closed her eyes, pursing her lips. The knot in her gut had returned, twisting uncomfortably, tightening her chest. “Brainy’s not going to be able to help us with this. At least, not right now.” Alex swallowed around the lump forming in her throat. “Brainiac- he- he’s poisoned his mind with this thing called a sentry. He’s in the process of trying to convert Brainy into a receptable for his mind. We can’t trust Brainy to learn what we plan to defeat Brainiac without running the risk that Brainiac would also learn it _through_ him. We need someone smart enough to decrypt alien technology that goes far beyond Earth standards, someone who’d have a chance in hell against a twelfth level intellect’s coding, who’d be willing to do everything they could to fight for their friends.” Alex looked up at Lena darkly, shrugging indifferently. “Honestly, I don’t know how many boxes you tick anymore, but we’re out of options. So, are you in?”

Lena’s face had fallen some time during her explanation. Her eyes were harder, guarded. Still, she offered a sharp smile. A slash of red on an otherwise colourless face. “After everything,” she said coolly, “you think I’d refuse to help?”

Alex’s eyes narrowed. “I don’t know,” she said stiffly. She glanced out the window. “This is a new Earth. New rules.”

Lena’s next smile was full of disdain. “I assume you’re referring to my partnership with Lex.” She gestured about herself. “Purely cosmetic, I assure you. Kara came to me with a similar concern.”

“Are you surprised?”

“I wish I could be.”

“Will you help?”

Lena’s eyes sparked with something dangerous. “Of course. As much as you may still believe otherwise, I want to protect this world just as much as the last.” She splayed her fingers against the desk, watching them pragmatically. After a moment’s pause, she lifted her head again. “I’ll need access to the DEO, of course. I can’t trust that remote accessing the necessary files will go unheard of by Lex. It will be far better to do this in person.”

When Alex didn’t say anything, Lena’s eye’s glinted humorously. “Are _you_ surprised?”

Alex’s jaw stiffened. She shrugged. “Relieved, actually. We don’t exactly have a plan ‘b’.”

Lena did smile at that, although it was cautious. She shifted her weight, stepping forward. “Well, this company is as much mine as it is Lex’s, which means I am more than capable of liaising with the Director of the DEO without looking suspicious.” She raised a brow. “Shall we go?”

Something about the look in Lena’s eyes filled her with a sense of foreboding. Even though she appeared to be a willing participant, Alex knew that there was something lurking beneath the surface. Lena may not have been her brother, but she had the same cunning at her disposal, the same relentless intellect. It was exactly what they needed to face Brainiac, after all.

Even still, something told Alex she was about to kick-start a very, very dangerous game.

She nodded carefully, clearing her throat. “Yeah, uh, yes. Let’s go.”


	8. Chapter 8

**Summary for the Chapter:**

> The next chapter is finally here! I'm starting to get the hang of leaving it juuust shy of a month. I'm actually ahead of the game with my next chapter, so who knows, maybe I'll have it out a little sooner!
> 
> Thank you as always to everyone who has supported this story! Your feedback means the absolute world to me! x

Brainy had never been on the receiving end of mind palace intervention before. Needless to say, it was proving… difficult to manage.

It did not help that Nia and J’onn could not join him on his side of the cell. Even with Brainiac maintaining his silence, Brainy could not trust the authenticity of such a notion. In truth, he couldn’t trust _anything;_ not his mind, his thoughts, him _self._ He couldn’t track the missing memories in his databanks, was already fearful of what else he might have lost. Who else he could have _hurt._

No. It was far easier to play this safely. And so, Nia and J’onn remained on the other side of the fortified glass wall, a slightly more advanced device adhered to their foreheads than the ones they had used in the past, allowing them to seamlessly enhance their psychic gifts, pushing through the interference the cell’s power dampeners might have otherwise caused.

It was not perfect, but Brainy hadn’t calculated anything better under the circumstances. For now, it would have to be enough.

Brainy sat on the floor of his cell with Nia and J’onn mirroring the action on the other side. J’onn had guided Nia into the correct posture for such an excursion and Brainy watched the interaction with a soft smile. As she straightened her back, placing her palms down on her knees, Brainy caught the glint of Nth metal on her finger. A mixture of pride and regret twisted through his stomach, but he quelled them. He had no time for it. He had to concentrate.

“So,” Nia said, glancing to J’onn before settling on Brainy. Her eyes weighed on him for a heavy moment. “How does this work?”

* * *

If anyone had asked Lena what she would be doing today, she would have never imagined this.

Perhaps that had been presumptuous of her. Perhaps it didn’t even matter. 

A part of her was still numb. From the scotch she’d been overindulging in as of late or the aftershock of Lex’s miraculous return, she could hardly say. There was a bitter taste on her lips, and she couldn’t rid of it, because as much as she was appalled that her brother had edited the history of this new Earth to fit his purposes, a nagging part of her was also relieved.

She wasn’t a fool, she knew the feeling was entirely selfish. She had shot Lex point blank in the chest, she had watched him bleed out with a cold mirth in her eyes, a twist to her lips that she caught sight of every time she so much as glanced at a mirror.

She had harboured so much hatred towards the people she had once called _friends_ since then. For keeping Kara’s identity from her, for being too cowardly to let her in. For assuming they were _protecting_ her, as though she didn’t risk her life every day simply by existing in the backwards family dynamic of the Luthor line. Lena couldn’t help but wonder if that was exactly the reason for these lies in the first place - what she had always assumed.

She was a Luthor.

And a Luthor was never to be trusted.

Perhaps she had proven them right. And yet, here she was, returning to the DEO on a new Earth where every agent she passed by regarded her with an awestruck appraisal. She was the co-owner of the entire operation. The DEO was Lex’s and so, in as much the same way, it was also Lena’s. They were partners, entrepreneurs, generous billionaires who were seen with respect instead of disdain.

But it was wrong. All so _wrong._

Lex’s misdeeds could not go unpunished, and she _would_ correct them. She simply needed the time to rediscover the Q-wave’s frequency in this new upside-down world Lex had referred to as _Earth-Prime._

It was laughable. All of her work, upended and rewritten in _seconds._ And now she was left with an unbalanced charge that could go off at any minute. A charge that bore the name of her brother.

She didn’t say any of this out loud, of course. Kara had been nescient to suspect her of partnering with Lex for anything close to the desire of a familial bond. It was true that there had been a time Lena had looked up to her brother, had even staunchly followed him, wishing for him to impart his intellect and dangerous world view unto her. Now – now she only saw all the time she had wasted on him.

And yet, despite everything she had intoned to herself, all Lex had done to prove the contrary, she was still so _relieved_ that he was alive.

Still, walking the DEO as the Lena these agents believed to know felt wrong, somehow. Lex had told her that most of the people in this new Earth that remembered their old home before the anti-matter wave now held a dual memory within them, but Lena had no such luxury. She couldn’t pull from the person that every agent saw when they nodded to her with the utmost respect. In truth, that person may as well have never existed. Dully, Lena considered the possibility that she had killed this Earth’s Lena to be reinstated as the original. Yet another life extinguished by her brother’s hand.

Kara, she knew, was in a similar position. Lex had briefed her on the paragons, his voice dripping with sarcasm as he’d called Supergirl the paragon of _hope._ Lena quelled the urge to smirk at the memory. At the very least, she hadn’t been named the paragon of _truth_ ; then Lena would have known once and for all that this _Monitor_ had no idea what he’d been doing.

After bypassing the security she would have normally been required to follow before entering the building, Lena found herself at the central hub. Not as a liaison or even a friend of Supergirl, but an equal to the mechanics of that which operated this organisation. Everyone had a part to play, and now, so did she. As much as Lena knew it set Alex on edge.

At the very least, she could enjoy that.

But what Alex had told her was hard to take in. The idea of Brainy being polluted by something, a smear of his own family line, well, she could hardly say she didn’t know how it felt. However, she understood that Coluans were connected to their family in some way that went beyond biology. They had a stored memory that was meant on its basest level as a means of collecting knowledge. Although, from the little she had heard of Brainiac, she at least recognised that it wasn’t so much a family line’s knowledge he collected, but rather whole worlds.

And, according to Alex, Earth was next on his list.

“Here,” Alex said, sliding a tablet in Lena’s direction. “This is what survived from Brainy’s decryption algorithm before it all got vaporised.”

Lena frowned down at the information before her. It was disjointed code, completely incomprehensible. She grimaced, glancing up at Alex. “This is going to need a whole new rewrite.”

“I thought you were going to say that,” Alex muttered. She sighed, jerking her chin towards the far hallway. “C’mon, you’ll need to see what you’ll be dealing with.”

Lena followed Alex into the deeper recesses of the DEO, into the science sector where Brainy’s lab resided. She had been there many a-time to help Brainy on more complicated projects, and imprints of his work were scattered in every direction. Even still, it felt strange being stood there without him. The last time that had occurred, it had been of her own design, sending him on a fruitless mission for a piece of apparatus while she had edited the Phantom Zone projector to fit her own needs.

Something sharp struck Lena’s chest, causing her lips to twist. Brainy had trusted her judgement, and despite his intelligence, it hadn’t helped him in the end. He hadn’t known he was being played back then and now – now he was being played for a fool once more.

Maybe she still resented what he had done, maybe she would never be able to regard him in the same way, share the same bond as they once had, but it didn’t mean she would allow for anyone to seek to harm him.

No matter what everyone believed, _Non Nocere_ bore its name for a reason.

Lena tried to access Brainy’s laptop, but just as Alex had said, it was dead. The battery was drained entirely, and no amount of charge to its systems would change that. Whatever the cube had done, it had been incredibly thorough.

Thank god Brainy had thought to back-up the code in the first place – not that it leant her much of a lead. Still, it was better than nothing, allowing Lena a general idea for the kind of decryption sequence she would need to work with.

She could feel Alex’s eyes on her, practically boring into her skull. Lena sighed stiffly, drawing her finger along the tablet. “Strain any harder, you may actually gain x-ray vision.”

Alex shifted. “Sorry, it’s just-”

“You don’t trust me.” Lena shrugged. “Believe me, I’m well aware.”

“You haven’t exactly made it easy.”

“And you have?”

Alex smiled sharply, gritting her teeth. “Y’know what? No. Maybe I haven’t, maybe we _all_ haven’t, but we don’t have the time for distrust right now. I already made that mistake once.”

There was something dark in Alex’s eyes suddenly. Lena had seen that look before. _Guilt._ But it wasn’t aimed at her – she wouldn’t have expected it to be – instead, it was focused on something else. Something within this room.

Alex’s gaze moved from hers. It was only momentary, but Lena caught it. She followed where Alex’s eyes had shifted, finding a spot on Brainy’s desk occupied by a strange metallic shape.

The colour of it was so dark, and yet it glinted against the fluorescents, giving way to rod-like extensions that wound around the object, squeezing it as though it were malleable.

But it wasn’t, even from a distance, Lena knew that it was a solid object. One that gave off a sense of foreboding, thrumming deep within.

“Is that the probe?” Lena asked. Alex had answered a few more of her questions on the ride back to the DEO, and she’d learnt that this _sentry_ that was plaguing Brainy’s mind had come from a probe that had fallen from the sky. Something Brainiac was apparently quite renown for.

Alex stiffened at her question. “It is,” she said. “Not that it’s much use anymore.”

“I wouldn’t say that.” Lena walked over to the object, reaching out for it. Something about it was very nearly tantalising, a hypnotic lull that pulled her towards it. It almost appeared alive, but not in the way a human lived or breathed - or even in the way that Lena had brought Hope to life. No, this device was something of the in-between. Not conscious, exactly, but pulsing with something that, to an uneducated eye, could very well be perceived as such.

“Techno-organic,” Lena murmured to herself, unable to keep a marvelling smile from spreading along her face. “I never really get tired of studying it. Technology that can evolve, that can bend the rules of what we believe is possible for man-made design on Earth.” She turned to Alex suddenly, retracting her hand before her fingers could brush against it. “You said that the cube turned the wires connected to it into techno-organic matter before it fried?”

Alex’s lips thinned with distaste. “Oh, yeah, big time.”

“Do you still have them?”

Alex watched her dubiously. “Don’t forget what you’re here for, Lena.”

“Saving Brainy, saving the Earth,” Lena said with a half-amused stare. “If I can understand what gave the cube it’s ability to do so, it should make it that much easier to decode the encryption.” She bit the inside of her cheek, walking back towards the tablet with folded arms. “That and… I think it would be prudent if I could also have a scan of Brainy’s brain.”

Alex’s mouth fell open. “Lena,” she said tersely. “I asked you here to decrypt the cubes, not run your own experiments, especially not on Brainy.”

Lena’s eyes narrowed at that. There was something accusatory in Alex’s expression, the same edge to her voice that Lena had heard when Kara had begged her to stop using Myriad, assuming that she would be using it for the worst possible outcome. How _hard_ was it for them to believe she might actually have been working towards something _good?_ Something that could benefit the whole of humanity, that could _help_ people?

She didn’t want to hurt Brainy, but it was clear to her now that Alex didn’t see that. Couldn’t see that. Her prejudice was far too great.

But Lena didn’t care. Instead, she smiled thinly. “Brainy was downloading information into the cubes, right? Well, if that’s the case, then his mind holds a direct link to them. If you want me to do my job here correctly, Alex, you’re going to need to trust me enough to believe that I know what I’m doing.”

Alex watched her for a long moment. “I never doubted that,” she muttered, lowering her chin. “Look, I’ll _consider_ it. But I can’t promise anything.” Alex sighed, shaking her head. “I can get you the wires, but then I have to get back to the hub. I’m trusting you to be on your own in here.” When she looked at Lena next, there was something strained in her eyes. “Please don’t make me regret it.”

Lena’s smile hardened. “What could I possibly do?”

As Alex left, Lena thought she could hear her mutter something under her breath, something that sounded very much like ‘ _I wish I knew.’_

Something soured in Lena’s stomach, but she ignored it. Why did she care, after all? By abandoning these connections to her once-friends she was better, stronger, _freer_ than before.

She shouldn’t have felt anything towards their mistrust of her. And yet, even still, she couldn’t hide the fact that Alex’s wariness of her stung.

There had been a time such a feeling would force her to prove herself by any means necessary, but she refused that inclination entirely. No, what she did here was for _herself,_ no one else. She would help Brainy because it was the right thing to do. Because she…

She shook her head, breathing sharply through her teeth.

It was the right thing to do. Nothing else.

* * *

Images rushed at Nia like offensive weapons.

She caught only glimpses of them at a time - a stark backdrop, gritty with static, echoed screams, the taste of ash thick and formless in her mouth.

This was the fifth consecutive time she’d seen this sequence. It was too fast to make out properly, but Nia could see people’s faces, crying children, could feel the ache of the cold sinking through her bones like she was bare-facing a blizzard.

There was so much noise, so much _chaos_ , and each time it ended with the same result.

A guttural sound that rumbled in the sky. And, when she looked up, the screaming stopped. _Everything_ stopped.

Instead, Nia could only stare, hypnotised as the clouds above her began to ripple like disturbed water before opening up above her. It was always too hard to make out at first, like an angry buzz of energy above her head, catching light where light was non-existent, causing her to shield her eyes from its potency.

Next, she heard the sound of it. The tinkling and cracking of thousands upon thousands of small projectiles knocking against each other in open air, ricocheting from one another as they were pulled down by gravity.

They were falling. All of them, falling. And, as they came closer, Nia realised what they were. What they _always_ were.

Silver coins.

Nia jerked out of her trance, swallowing down the urge to scream. The first three times it’d happened, she hadn’t been able to stop herself, and the strain of that terror still burned inside her throat.

Still, every time, no matter her reaction, Nia couldn’t help but search out Brainy’s face behind the glass. He was sat on the floor, positioned almost exactly opposite to her, a look of concern and regret etched onto his face. She could barely stand it. And yet, she couldn’t look away.

“Again,” Nia muttered, rubbing her eyes furiously. “I thought we had it that time, we were so- _so_ close.”

“Mental barriers are incredibly hard to break,” J’onn conceded, looking at Brainy grimly. “Your ancestor has done a remarkable job fortifying the areas of your mind that he is most connected to.”

Brainy’s expression was pained. “He has been lying dormant for some hours,” he muttered, closing his eyes. “I had the audacity to assume that-that perhaps he was set-back in some way, unprepared for what housing himself in another Brainiac might mean.” He bared his teeth in a humourless smile. “I was wrong. _Again._ I- I’m sorry. We should try again.”

“No,” J’onn said suddenly, causing Nia to turn to him in confusion. J’onn only shook his head, making to stand. “We have reached an impasse,” he decided, “normal psychic intervention will not break through these barriers. Fortunately, I have something that should strengthen our abilities and help push through to the other side.”

Nia eyed J’onn warily. “ _Please_ tell me it’s not that funky Martian tea you made us drink last time?”

J’onn’s eyes creased with a smile. “The very same.” He raised his hand amiably. “A steaming cup of t’fek’lya is exactly what we all need to re-focus and connect our minds.” He nodded towards Brainy. “I would suggest that you take this time to look inward. As much as Nia and I can offer, we still need you working with us, Brainy.”

Brainy’s expression fell. He sank back a little, eyes wide. “J’onn- I-I am.”

J’onn shook his head. “I do not doubt that. But I also know you are holding back on us.” He smiled sadly. “I believe Nia saw the images clearer than I. Perhaps that is something you should evaluate while I brew our tea.”

As J’onn made to leave, Nia glanced at Brainy curiously. He looked uncomfortable, suddenly, and he shifted uneasily on the floor, lowering his gaze. She watched as he rubbed idly at his ring finger. She clenched her own hand, feeling the pinch of the Nth metal that resided there.

“Brainy?” Nia asked softly once they were alone. “What did J’onn mean?”

Brainy closed his eyes. “It’s nothing,” he muttered.

“Nothing, huh?” Nia sighed, folding her hands in front of her. She stared at the floor a moment, chewing her bottom lip. She knew he was feeling all kinds of violated right now, and having two people invading his mind, even if it was with his permission, doing what was necessary _–_ it had to suck. But, Nia could still smell ash in her nose, could _taste_ it. Something dark and awful was clouding Brainy’s thoughts, and it was – somehow – tied to her visions.

“Brainy,” Nia said. “Something’s stunting our progress, you know that right?”

Brainy grimaced.

“Do you know what I’m talking about?”

Brainy ducked his head, sucking in a sharp breath. “Yes.”

“Then tell me what it means,” Nia implored. She leant forward, hesitant to reach for the glass. Instead, she held back, trying to catch his eyes. “The snow, the screaming, the ash in the air. Is it your past?” Nia’s brow knitted together. “Is it Colu?”

Surprisingly, Brainy laughed. He shook his head tiredly. “No. It is not.”

“Then _what,_ Brainy? Whatever it is, it’s clearly bothering you.” This time, Nia did reach out. The glass was cold against her fingers, a soft hum beating through her skin. “It’s alright,” Nia said. “You can tell me. Whatever it is – whatever happened. I won’t judge you. But you need to be honest with us.”

Brainy didn’t speak for a long moment, nor did he lift his head. He kept remarkably still, his eyes alert as they flickered towards the ground. Eventually, he rolled his shoulders, looking Nia in the eyes. His expression was torn.

“What you saw,” he said softly. “Why I find it so _hard_ to-” He drew out a shaky breath, glancing away. “It is because they are not my memories.”

Nia stared. “Then who-?” She stopped herself, biting down on her tongue. “Oh.”

Brainy laughed hollowly. “Ever since Lex’s warehouse, ever _since_ my ancestral memory was upturned in the way that it was—I have seen more of Brainiac’s life, his exploits, his… _abominable_ outlook on how this universe should be run. He is of the opinion that perfect order _can_ be created. Under his rule.” Brainy shook his head, and Nia’s heart sank when she saw the moisture beginning to glisten there. He swallowed thickly. “Those screams… they are what Brainiac witnessed when he took whole worlds from the sky. The chaos he ignited to _create_ order it was… nauseating.” Brainy shuddered, clenching his hands in front of him. “But, but _that_ memory? The snow and the- the ash and the…” He drew off, his eyes dulling.

“Brainy,” Nia said softly. “Please. You can tell me.”

Brainy continued to stare ahead of himself. His expression was so distant, so lost. “He is a monster,” he said quietly. “Brainiac – he, _he_ is responsible for the destruction of hundreds if not thousands of worlds. He…” Brainy closed his eyes. “Do you recall what I told you of my other self, the one who miniaturised his planet in a bid to save it?”

Nia’s stomach turned at the memory. It would be impossible to forget the wild look in _that_ Brainy’s eyes. So unlike her Brainy, so broken and twisted. “Yeah…”

Brainy chuckled grimly, swiping a hand across his face. “We always think we are doing what is right. My mother was just the same… _I…_ even I,” his voice cracked suddenly, “even I thought I was right in _wanting_ a planet for myself, perfectly miniaturised, to have with me forever.” He swallowed harshly, biting the inside of his cheek. “Brainiac sees himself as a Collector of worlds. He believes that he is saving those planets from their own destruction, creating the perfect balance, _his_ balance, by freezing them in place for eternity so that he might study every aspect of their lives, their social classes, their environments. He believes he does this in the name of science, but it is not science, it is warped and twisted and _wrong_ and…” He sucked in a breath. When he looked at Nia next, his expression was pained, desperate. “Nia, you have to know, Brainiac isn’t just a neutral entity to us, he was not just in the business of taking planets whole. He also took cities. He took…” He stopped suddenly, nearly choking.

“Brainy,” Nia said. Her fingers scratched along the glass, and she had to fight the tears that were trying to spring to her eyes. It wasn’t _fair_ that she couldn’t comfort him, couldn’t talk to him in any way other than through a fortified prison cell. She could only reiterate what she’d said before, forcing every bit of strength into her voice. “You can tell me anything. What did he take?”

“Kandor,” Brainy said suddenly, the word forcing itself from his throat. It seemed to echo in the space between them, strained and harsh. The tears that had pearled in his eyes were beading now, trailing down his face. He didn’t try to stop them, Nia didn’t think he could. “It was a city on Krypton,” he explained weakly. “When it was taken, it unbalanced the core of the planet and two hundred years after that fact, the whole planet…”

Nia’s heart sank. “Kara’s homeworld,” she said. She remembered the stories of Krypton from the news, the articles that had been written about its history and ultimately, its destruction. On a quieter night at Kara’s, Nia had even sat and listened to her speak about her own experiences as a Kryptonian, what it had been like to live there. Their history, their technology, their beliefs and virtues. It had all sounded so beautiful, so _fantastical._ But, not even beauty lasted forever.

Kara had mentioned the planet’s core before, but she’d always treated it like an oversight at the hand of Kryptonian society. She’d _never_ mentioned…

“It was _Brainiac_ who did that?” Nia asked incredulously.

Brainy nodded, grimacing as more tears slid down his face. “He has been _mocking_ me,” Brainy muttered through his teeth. “Controlling my thoughts by taking a memory he _knew_ would hurt me and replaying it over and over. Those faces you saw were Kryptonian faces, those screams the very same. Adults, children, _powerless_ beneath their own red sun, with Brainiac as their puppeteer, raining metal strings down upon them… forcing them beneath his thrall for an eternity.”

Nia wasn’t sure what to say. She wasn’t sure if there was anything _to_ say. “Brainy,” she said carefully. “This isn’t your fault, _none_ of what Brainiac did was your fault.”

Brainy shook his head. “This isn’t just guilt for my own ancestor’s wrongdoing, Nia. My ancestral memory ties my family’s thoughts and experiences to me. When you stood in the snow, when you heard those screams, you were positioned within my mind, but _inside_ your own body. You experienced it from your own eyes, but I- _I_ see them the way they happened. Through Brainiac’s eyes.” Brainy reached for his chest suddenly, clawing at his centre. “He may as well already have my autonomy when he shows me memories like that.”

Nia couldn’t find the words that might bring Brainy around to her, she wasn’t even sure if anything could do such a thing. She knew how difficult it was for Brainy to interact with his ancestral memory. When he’d cut off his emotions after being tortured at the hand of the Children of Liberty, for months he’d still awoken from nightmares, grown tense and distant at times. She knew now that without his inhibitors, the noise was louder, his connection that much more powerful, and _god_ she couldn’t imagine how hard this had weighed on him. Keeping a secret like this, one his ancestor was pushing on him with every new opening he got within Brainy’s mind…

“Does Kara know?”

Nia thought she already knew the answer, the way Brainy recoiled only confirmed it for her.

He seemed to shrink in on himself as he considered his answer. “I was always going to tell her,” Brainy said lowly. “But-but it never felt right. And after a while, I simply considered the possibility that Kara already knew. And despite the probability going against me, I let myself _believe._ Because it was easier than-than-”

“It wasn’t you,” Nia said again. “I can’t pretend to understand how it must feel to see through Brainiac’s eyes, but Brainy, it _wasn’t_ you, okay? You are good, a _hero,_ and if you told Kara, she wouldn’t think any less of you.”

Brainy’s lips twisted. “I cannot be sure of that,” he muttered. He laughed. “I cannot even be sure I will remain _myself._ ”

“You will,” Nia said.

Brainy glanced up at her wearily. He looked so tired, and Nia wished that she could do something, _anything_ to help him.

But right now, all they could do was wait on J’onn’s tea.

* * *

Kara had lost count how many hours she’d flown above the city, scanning every alley, every nook and cranny for a sign of Brainiac’s data cube.

She knew what to look for, the pain that had lanced through her head when she’d had a taste of that perception filter still throbbed somewhere idly in the back of her mind. And yet, _knowing_ what to search for didn’t make it any easier.

“How’s it going?”

Kara nearly startled when her comm came to life. She’d almost forgotten she was using one. Patrols didn’t always necessitate the use of them, but Alex had been adamant that Kara keep her updated on her search. She folded her arms, staring down over the city.

Which is when something pitted deep inside of her.

She’d spent all this time so focused on one task, she hadn’t had a chance to stop and just… _look._ National City was alive with noise, people chatting down on the streets below, kids screaming and horns honking. Back when Kara had been younger, still learning to control her powers, she would have never survived living in a city like this. Honestly, at that age, she would have never imagined being able to sort out this kind of noise.

Now? Now it was practically second nature to separate the source of each sound. If she focused hard enough, she’d be able to hear every individual heartbeat - all those lives, innocent and unaware, but _safe._

Until a new threat came.

The city was different now, there was no denying it. National City wasn’t the same place as it had been when she’d moved there, fresh out of school with no idea what she wanted exactly, only that she’d wanted to live a normal life. Find a home for herself.

Now, she was Supergirl. And maybe she wasn’t even the Supergirl a lot of these people remembered. Kara still didn’t know the ins and outs of this _Earth Prime,_ but what she did know was that whether these people weren’t quite the same as the ones she’d known didn’t matter - they were under her protection. And the longer she let this go on for, the longer she idled, unable to find these _stupid_ cubes…

She remembered the bottled Earth the other Brainy had held in his arms. The tortured scream that had ripped from his throat when he’d realised he wouldn’t be getting them back.

What if…

_No._

She wouldn’t let it happen. She _couldn’t._

“Kara?”

Alex’s voice was soft on the other end of the comm. Kara knew she wasn’t talking to her as the Director of the DEO, stood at the hub with a dozen eyes watching. No, wherever Alex was, it was just her. And she was worried.

Kara blinked away the sudden well of emotion trying to surface, rubbing a hand along her face. “Sorry, I, uh…”

“It’s okay.”

“I haven’t found anything,” Kara said, clenching her hands. She glanced upwards. “I _wish_ I could say that I have! I _wish_ these cubes weren’t like looking for some kind of cosmic needle in an infinitely ginormous haystack. I’ve scanned the bank and the libraries, museums and police depots and there’s… there’s _nothing,_ Alex.”

“Hey, deep breaths, okay? We’ll find them. Lena’s already started the decryption, and she seems pretty confident that she can find a way of tracing their, um, _unique_ signature.”

Kara’s stomach twisted. She shook her head. “Why doesn’t that surprise me?”

“She’s Lena Luthor, nothing should surprise us by now.” Alex sighed deeply. “I don’t like this. I still don’t…” Her voice lowered suddenly. “I still _don’t_ trust her.”

“Alex,” Kara said, closing her eyes.

“What? You can’t seriously tell me _you_ trust her!”

“No! I mean I- I _don’t know,_ okay? I want to believe she’s doing this to help us, but it’s not really _us_ she wants to help.” Kara’s stomach soured at the thought. “She wants to do her part. That’s enough for now.”

“She wants to scan Brainy’s head.”

“ _What?_ ”

Kara didn’t need to see Alex to know she was nodding. “Oh yeah, she thinks that if she gets access to his x-rays she’ll have a better understanding of how the data cubes work. Because he’s connected to them.”

Kara frowned. “Would it help?”

“ _Kara!_ ”

“ _What?_ ”

Alex’s breath rattled through the line. “What do you mean, _what?_ Not a few weeks ago, Lena tried to take over everyone’s minds with Myriad, she _framed_ Eve and now, now we’re all supposed to forget about it because this is a new Earth? Well, I’ve got news for you, that is the _same_ Lena Luthor who did all of that, who is voluntarily partnering with Lex freakin’ Luthor. Do you really think it’d be smart to give her the innerworkings of Brainy’s head on top of everything else?”

Kara was speechless. Alex’s voice was heated, frustrated, but she couldn’t fault her. She was _right._ This was the same Lena who had done horrible things in the name of her research, research that Kara still wasn’t entirely sure what had even been the _focus._ Lena had seemed so certain that she was using Myriad for good, and maybe Kara understood in part where she was coming from, but she’d seen what Myriad could do, what it _had_ done.

Lena may have believed what she was doing was right, and Kara wanted to trust her, desperately _,_ but Alex was right.

This was the Lena who had hurt them all, who had pitted for their downfall. But this was also the Lena that had once been Kara’s best friend. One she’d trusted and loved and _known_ could do far better than her brother ever could.

What kind of friend would she be if she ignored all of that?

“If she wants to see inside of Brainy’s head, she needs to ask him,” Kara said after a long moment. “It’s not up to us. Brainy, he- he’s lost so much of his autonomy right now. He deserves to still be in control of this.”

Kara knew Alex had softened on the other end. “Okay. You make a good point.”

“I always do,” Kara said with feigned cheer. She sighed. “I’m gonna do one more circle of the city and then I’ll check in at the DEO.” She nodded to herself, lifting her chin. “I need to talk to Lena anyway.”

“Do you think that’s a good idea?” Alex asked warily.

Kara weighed her answer with a frown. Finally, she shrugged. “Nope, but if we’re going to stop Brainiac, I don’t have a choice.”

* * *

When Kara touched down at the DEO, she headed straight for Brainy’s lab. No waiting around, no pit-stops to talk with other agents. Besides, it seemed everyone was hard at work already. Kara wasn’t sure who in the DEO had been informed of Brainy’s current predicament, but she knew that they had all been made aware of an imminent threat. She couldn’t see that many field agents, but the science teams seemed to be crowded within the labs, focused on some kind of new project.

Honestly, it was quieter than Kara had ever seen the place.

Ignoring the unease in her stomach, Kara continued onward, stopping just shy of Brainy’s lab. She lifted her hand uncertainly, as though to knock. But, who was that even _for?_ If Brainy had been in there, he might have benefited from being forewarned of her presence, if only because he had a tendency to get completely immersed in his work.

But Brainy wasn’t there.

Kara closed her eyes, stepping into the room.

Even though she’d expected it, she still startled to see Lena stood there over Brainy’s things, her pale eyes focused on a tablet laid out on the workbench. She tapped furiously at the screen, scrutinising the two cubes that sat side-by-side a few inches from her.

“You’re here,” Kara said unthinkingly.

“I am,” Lena returned quickly, completely unsurprised by Kara’s presence. Her eyes didn’t move from the tablet.

Kara couldn’t shake the strangeness of seeing Lena working in Brainy’s space like that. Sure, they’d worked together before, but Brainy had always _been there,_ alongside her. Her focus was unparalleled, Kara couldn’t deny that, and if anything it reminded her a little of how Brainy worked. If nothing else, Lena definitely looked like she belonged there.

“You can stop gawking,” Lena said coolly. “It’s a failing on your part if you didn’t think I’d come.”

Kara frowned, nearly forgetting what she’d said to begin with. Her lips twisted. “I-I hoped you would,” she admitted.

Lena’s smile sharpened. “I suppose that’s why you’re the paragon for it.”

Kara flinched. “Lex told you.”

“He told me a lot.”

“Lena-”

“I’m not going to partner with Lex,” Lena said. Her eyes flickered up, for the first time meeting Kara’s across the room. They were as cold as ice, stark and unyielding things. “He may be… alive, he may have changed reality itself to get exactly what he wants, but he can’t gain my favour that easily.” She shrugged, glancing away. “This Earth may have changed, but I haven’t.”

Kara could only stare. Considering the things that Lena had done only recently on their old Earth, it wasn’t exactly a striking recommendation to trust her. And yet, she could still hear the whispers deep down, urging her to give Lena one more chance. What could it hurt?

But it _hurt._

Every time.

“You clearly want to say something to that,” Lena said.

Kara’s eyes narrowed. “Believe me, I do, but something tells me you won’t hear me.”

“Then why are you still here?”

“Because this is a team effort, because Brainy is in danger, this whole _planet_ is in danger, and we need to work together.”

Lena’s fingers paused against the screen. At that, she took a step away from the workbench, fixing Kara with a hard look. “With all due respect, _Supergirl,_ you are much more proficient in the field than inside a lab.”

Kara smirked at that. As though to challenge her, she took a step forward, then another until she was stood on the opposite side of the workbench. She gestured at the data cubes idly. “You know, I never got to tell you much about Krypton. But these things? Data cubes. They had a different name on my planet, but they did the same thing. They could store a plethora of localised information inside a handheld unit. Very useful, and dangerous, in the wrong hands.”

“I know how they work,” Lena said curtly. She gestured to them herself. “I’m currently assessing whether they are holding a wireless link to Brainy’s main access point. If even one of his neural networks are compromised, then the possibility that Brainiac already has what he requires to come here doubles to a close-to certainty.”

“I can help.”

“That’s just the thing. You can’t. Because I know what you’re doing.” Lena looked up to her then, her eyes as sharp as glass. “And it’s selfish, isn’t it? To be stood here, saying you can help _me,_ when you’re Supergirl.” Her lips curled distastefully. “You know exactly where you belong in this and it is most certainly not inside this room with me.”

A cruel note lingered on those last two words, as though they had been fashioned as weapons, designed for the kill. Kara fought to keep her composure. Still, she held her ground, trying to keep the frustration in her gut from bubbling over. Her jaw hardened. “Lena-” she began.

“If you want your friend to survive, you’ll find the rest of these cubes,” Lena interrupted, looking back down to her work indifferently. “Because if they’re still connected to him, it’s only a matter of time before he loses himself to Brainiac.”

Kara’s eyes narrowed. “Alex told me you wanted to see inside Brainy’s head.”

Lena stiffened. She bit the inside of her cheek, looking up at Kara levelly. “I do. I won’t get a full understanding of how they relay information unless I-”

Kara lifted up her hand, and was rewarded with Lena’s silence. She shook her head. “You’re telling the wrong person,” she said frankly. “Only Brainy has the right to give you that permission. If you’d stopped and paid attention to what Nia and J’onn are doing with him right now, that would have been obvious. But you aren’t, because that’d mean actually talking to us past your professional integrity, right?”

Maybe Kara was going too far, maybe she didn’t care. She was _tired_ of walking on eggshells around Lena, too afraid to say or do anything that might hurt her further.

Lena had wanted her to be honest, hadn’t she? Maybe this was where it started.

When Lena only stared at her, Kara shrugged. “Just ask him,” she said. “He was your friend, too.”

Lena opened her mouth as though to correct her, but no words came out. Instead, she glanced down back at her tablet, continuing her work, although Kara could spy a tremble in her wrist that hadn’t been there before.

“Thank you for the advice, Supergirl,” Lena said eventually. “You can go now.”

The satisfaction in Kara’s chest didn’t last long. In fact, it was already starting to warp into something else. Hurt, guilt, a stricken anger that pulsed through her blood, trying to get free in the form of another snide remark. Instead, Kara kept her mouth shut, turning on her heels as she strode out of the room.

* * *

She could have gone anywhere. She _should_ have headed straight back out into the city to look for the cubes. Lena may have proposed to Alex she could make something to help find them, but after what Kara had _said?_ She couldn’t turn back and ask now.

Kara didn’t know how she felt, which only made the confusion twisting inside her stomach that much harder to bear. She didn’t want to fly anywhere, afraid of where she might go, and yet another part of her was itching to punch something.

Nothing within these walls would be strong enough to withhold the kind of force she was brewing, and so instead Kara tried to maintain steady breaths through her teeth, seeking out anywhere she could go just to take a few gasps of air without running into anyone else.

She spoke too soon, it appeared, because as she rounded the next corner, she nearly walked straight into J’onn.

“Whoa, Supergirl,” J’onn said, reaching for her arm instinctively. Kara flinched, gritting her teeth.

J’onn’s expression softened immediately. He lowered his voice. “Kara, are you okay?”

“No,” Kara said honestly. She could already feel her eyes beginning to sting. She blinked the feeling away, running a hand along her face. “I just spoke to Lena.”

“I see,” J’onn said. “I am assuming the conversation did not go as planned?”

Kara shook her head. “I thought maybe I could get through to her, but instead I just got _angry._ ” She snorted, forcing a smile. “Maybe that’s what Lena’s doing, too, maybe I just can’t tell anymore.”

J’onn reached for her again and this time Kara let him rest his hand against her shoulder. She sighed out, closing her eyes.

“It’s okay to get angry,” J’onn said. “Lena hurt you, but she’s also hurting herself. There is no _right_ way to express yourself when it comes to that kind of pain. But harbouring it? That is when things can go wrong.”

Kara shook her head. “I don’t have the time.” She swiped away the stray tears that had fallen loose, sniffing. “I have to find these cubes.”

“And you will,” J’onn said resolutely. “But everyone deserves a break.” He smiled. “Take us, for instance, I am about to prepare some t’fek’lya to help reach through to Brainy’s mind.”

Kara’s nose creased with disgust. “Oh.”

When J’onn’s brow quirked, Kara quickly changed her tone. “I mean, _oh._ Sounds, um. Sounds great.”

J’onn’s expression softened into something playful. “Perhaps you would benefit from a cup as well, it has remarkable calming properties.”

“Thanks. I think I’ll stick with chamomile.” Kara shrugged. “And punching things.”

J’onn squeezed her shoulder. “Take a few moments to collect yourself. And know you are not alone in this. We all have roles to play to stop Brainiac, and Lena must learn that too.”

Kara forced a smile, placing her hand over J’onn’s. “Thank you,” she said honestly. “I think I’ll take your advice.” She paused suddenly. “Uh, about taking a break, that is. _Not_ the tea. I’m sure Brainy and Nia need it way more than I do.”

J’onn laughed genuinely, patting her hand. He winked. “Of course.”

* * *

Kara wasn’t sure what possessed her to head towards the cells, but if talking with Lena had taught her anything, it was that she didn’t want to feel so alone right now. That, and she wanted to make sure Brainy and Nia were doing okay.

J’onn had said he was making tea to improve their focus, which made her suspect that so far, getting into Brainy’s head was proving a challenge. That wasn’t exactly a surprise to her. She remembered when she had met Brainy for the first time inside of her mind palace, how confident he had been walking the parameters of her mentally projected apartment. He might have been able to stride through others’ minds with a great ease, but his _own_ mind? Kara suspected that was a lot harder for him.

She was halfway down the elevator when she considered that maybe this wasn’t the best plan. Maybe she was intruding on shared time between Brainy and Nia. She knew what it felt like to be separated from someone she loved, but to have them locked behind a cell of their own volition, to protect the world from _themself?_ She understood how hard it must be on them both.

She nearly turned right around again. In fact, the moment the elevator dinged, she already had her hand back on the button. Maybe a twenty-minute session in the training room would provide a better use of her time. It would definitely help to expend the emotions cluttering inside her head.

And maybe that was why she heard it.

The elevator wasn’t exactly close-by to Brainy’s holding cell, but with so much on her mind, it was sometimes hard to control her heightened senses. Kara could smell the stuffiness of the place, the particles of dust that swirled and scattered through the air. She could hear the thrumming of the cells, the power that ran through each piece of fortified glass, holding them steady against anything even the most powerful alien could throw against them.

Which also meant she could hear Brainy and Nia’s voices.

They were each so tight with emotion, and Kara desperately didn’t want to invade that privacy, but she also couldn’t seem to turn it off. She pressed the button for the next floor up, hoping that the distance would help her control.

It wasn’t soon enough.

“ _Kandor._ ”

The sound of Brainy’s stricken voice was horribly jarring, easily cutting through the rest of the background noise Kara was unable to shut out. Kara’s breath caught in her chest as she continued to listen.

_“It was a city on Krypton. When it was taken, it unbalanced the core of the planet and two hundred years after that fact, the whole planet…”_

Kara frowned, suddenly unsure of herself. Something cold settled inside of her heart, like a shard of ice penetrating deep into her core. She swallowed around the sudden lump in her throat.

_“It was Brainiac who did that?”_

Nia’s voice.

Kara choked, reaching out for the wall.

**_Brainiac._ **

She couldn’t breathe. There was no air. No _air._

She was reminded suddenly of how she’d felt inside of Brainy’s lab when Alex had told her what was going on. There wasn’t enough _room_ , but where before there had been physical space between herself and the walls, enough she could ignore the compressing sensation that surrounded her, the elevator was too small, too stuffy...

_The walls were closing in._

Kara braced herself against the wall, feeling the metal dent where she’d pushed too hard. She pulled back, swallowing down a gulp of air. It didn’t help. She still couldn’t breathe.

Her mind raced as Brainy’s words continued to flit in and out. She could barely focus, and despite how awful it sounded, listening to Brainy’s _confession_ at least gave her something to focus on.

She heard pieces - how Brainiac had been mocking him with memories of Kandor’s demise. Jolting his concentration.

Except… except it _wasn’t_ a demise. The city hadn’t been destroyed, not like how her parents had described, at least.

She suddenly had the vaguest memories of walking through her childhood home, holding her mother’s hand, hearing in passing as two elder Kryptonians had been discussing something of Kandor. How it had been _lost._

Lost. Not destroyed. _Not_ destroyed.

_Lost._

Kara heard Nia say something, but her mind was so far away, the words hardly sunk in. She shuddered once, closing her eyes against the sudden wave of vertigo that washed over her.

Did that mean…?

Was Kandor still _out there?_

A whole city of Kryptonians, imprisoned in a glass bottle.

And Brainy had _known._

Kara laughed. It was a pained, short sound. She could hear him talk even now, words that drifted in and out, of being forced to see Kandor’s abduction through Brainiac’s eyes, being tortured by its memory.

But he’d known. This whole time. And he hadn’t told her.

 _Rao_ help her, had _that_ been why he’d looked at her so pointedly when he’d brought up Brainiac, like he’d expected her to know already?

 _Had_ he thought she’d known already?

_“Does Kara know?”_

At Nia’s question, the doors dinged signalling the next floor and Kara practically forced them open, collapsing into the open air on the other side. She sucked down a harsh breath, her chest aching with the force of it, and dug her fingers against the tile.

No.

 _No._ She hadn’t known.

But she did now.


	9. Chapter 9

Kara wasn’t sure how long she knelt in the hallway, forcing herself to breathe steady. Time didn’t exist within this new bubble of information circling her thoughts. All she could do was try and focus, try and _think._ But any time she did, the vertigo set in again and she had to start from scratch.

She hadn’t had a panic attack in so _long._ And normally, Alex was there to help her through the noise. But, no one was coming. No one even knew she was _here._

She shouldn’t have come. This was wrong. _So wrong._

But, she couldn’t hide from it, couldn’t pretend it had never happened. Brainy had been honest with Nia. He’d told her what Brainiac had done and maybe, maybe if Kara had never heard this conversation in the first place, he would have told her as well. Eventually.

Still, the bitterness inside her stomach curdled further, and a voice deep within demanded to know _why_ he hadn’t said anything before. It was her right to know this. Krypton had been _her_ home. And Brainiac had inadvertently taken it from her.

Or maybe… maybe Brainiac had known what would happen to the planet from the very start.

Kara opened her eyes, forcing herself onto unsteady legs. Brainy had kept this from her, but the stricken sound of his voice still echoed inside her head. A voice uncannily like the one she’d had all those months ago when she’d celebrated her Pulitzer. When she’d told Lena the truth.

But Lena had already known. And yet she’d shared her tears with Kara, _hugged her,_ and delivered a speech so beautifully sincere that Kara hadn’t thought for a second that Lena may have been plotting something behind her back. That she’d ever been hurt at all.

Kara’s fingers curled against her palms, biting deep. The sting of nails against flesh gave her a small window of clarity.

She couldn’t ignore this, and she refused to put on a brave face.

No, she knew what she had to do.

* * *

Kara waited for Nia to leave to help J’onn with the tea preparation. She hadn’t tried to listen into the rest of their conversation; despite what Kara had heard, she refused to infringe on their privacy any more than she had already.

Instead, she sucked in a deep breath, waiting for the elevator to ding all the way on the main floor, tracking Nia’s footfalls towards the canteen. Then, hesitantly, Kara made her way to the basement level, walking the unacquainted path of the holding cells.

She’d only been down there a handful of times, and it never got any easier to stomach. She knew this was only a temporary situation, but seeing Brainy behind that glass still made her feel uneasy.

“Kara?” Brainy’s voice was lilted with curiosity. He’d been sat on the bed when she stopped by his cell, but stood when he recognised her. She watched his eyes scan hers, the crease to his brow deepening as he took in the state of her. She supposed her eyes might have still been a little puffy and grimaced internally at the thought. She folded her arms, straightening her stance.

“So,” she said quietly. “Kandor.”

Brainy’s mouth fell open. Hurriedly, he stepped forward, reaching a hand out towards her. He clenched it tightly. “Kara, I- how did-?”

“I overheard,” Kara said with a weak smile.

Brainy’s expression shifted immediately. His eyes filled with such a sincere remorse that she had to fight not to look away. “Kara, I was- I was going to- I _wanted_ to tell you.”

“Why didn’t you?” Her voice came out harder than anticipated. She pursed her lips, tightening her arms around herself.

Brainy opened his mouth before closing it again. When the right words appeared to fail him, he shrugged, glancing away. “Pride?” He looked back to her weakly. “I… I spent so long finding a place for myself in the thirty-first century. When I first joined the Legion, I was only trusted because Nura dreamt I would be of use. That I was _worthy_ of their trust. And so – essentially, I gained such inclinations artificially. But that was by no means equal to respect. I was… I was still a Brainiac, and I could not hide that fact.” He smiled humourlessly, gesturing about himself. “But, here? Here, no one knew of Brainiac, they barely knew of the Coluan species.” He ducked his head. “I told you that my family were terrible people, _evil,_ in fact, and I spoke with Nia at more length about a time where I had … I had almost walked that path as well. I never told you what my family had done, not their exploits, _certainly_ not Brainiac’s. You knew of Indigo, but you… you had no way of knowing what threat Brainiac poses to the entire universe, how _could_ you?” Brainy turned from her suddenly, lifting his hand before clenching it. “Everywhere he goes, destruction is left in his wake. He collects cities, planets, and bottles them and he does it for himself. His _interests_ in scientific pursuit. He does not value those civilisations as lifeforms, only test subjects. His monument to perfect order.” He laughed grimly, making a vague gesture skyward. “Snow globes on a shelf.”

Kara watched him mutely, feeling the anger in her gut begin to churn into something close to pity. It left a sour taste in her mouth.

“Kandor was one of his earlier prizes,” Brainy continued tightly. “An experiment on an experiment. He was responsible for your planet’s destruction. For the death of so many of your people.” Kara caught the shimmer of Brainy’s eyes even from an angle and he swiped at them suddenly, sniffing. “You ask me why I didn’t tell you, then I can only tell you that it was for selfish reasons that I did not. I couldn’t bear… couldn’t _bear_ the thought of seeing the betrayal in your eyes, and knowing that I had caused it.”

“Brainy,” Kara said stiffly. “Look at me.”

Brainy closed his eyes. “Kara-”

“Do it.”

Hesitantly, Brainy turned towards her.

Kara fixed him with a steady look. “Do I look betrayed to you?”

Brainy stammered. “I-”

“Brainy,” Kara said gently. “When I overheard you, I won’t pretend that I took it _well,_ and maybe I did feel betrayed. But only for a moment.” She sighed. “Look, Brainy, no one can pick their family, and no one should be expected to carry the weight of their family’s actions on their back.” She bit her lip awkwardly. “I… I used to blame my mother for ignoring the signs that our planet was dying. Honestly, I’d blame _anyone_ to make the pit in my chest go away. And now? After all this time, it turns out that no matter what, our planet would have died because of what your ancestor did to it.”

Brainy swallowed thickly. He didn’t move a muscle.

“I don’t feel good about this,” she said honestly. “And for just a while there, it felt like I couldn’t breathe. But, knowing the truth of it… I think it gives me hope.” She looked at him solidly. “You said that Brainiac keeps the people in those worlds bottled, right?”

Brainy bit the inside of his cheek. He clenched his hands. “It isn’t a good existence,” he said. “Kara, Brainiac creates his _perfect order_ through manipulation of the mind. They may be alive, but-”

“I understand,” Kara said. “But they _are_ alive. Which means maybe, maybe we can find them one day. _Save_ them. More Kryptonians are out there, and they aren’t out of our reach.” Kara sighed, relaxing her stance as she felt the tension in her chest begin to unfurl. “There are secrets we keep to protect others, and there are secrets we keep to protect ourselves and, sometimes, a _lot_ of the time, actually, those things overlap. I kept my secret from Lena for two reasons, to keep her safe and… and because I knew that if she found out, she would react in the way she already has.” Kara caught his eyes, as evasive as they suddenly were, capturing him before he could look away. “You were afraid you’d lose me, but Brainy, you haven’t. You _never_ will. Do I wish you told me?” She shrugged with a laugh. “Of _course_ I do. But I’m not going to hate you for it, either. We need each other, right now. All of us. And I want you to know you can trust me with anything. Do you understand?”

Brainy could only stare at her for a long moment. There were tears crystalized in his eyes, moments from falling, and when Kara swiped at her own face, she realised he wasn’t alone.

“I do,” Brainy said eventually, his voice so soft she likely wouldn’t have heard it without her powers. 

Kara smiled gently. “Good.”

It was certainly a lot to process, she couldn’t deny that, but she meant what she said – every word. Brainy wasn’t to blame for what his family had done. Enough seeds of anger and betrayal had been planted over the last few months, and Kara was exhausted with it. She refused to be the cause of a further upheaval.

Besides, looking at Brainy now, the sorrow in his eyes, knowing what he was going through... she just couldn’t stay mad at him. Besides, if his expression told her anything, he was already feeling plenty mad at himself.

Brainy didn't look like he had much energy left over for conversation. Instead, Kara sat with him, keeping him company as he settled back on the bed, legs folded, falling in and out of a meditative trance. Kara wasn’t sure if he could feel her presence in that state, if it even helped that she was there at all.

But, she didn’t want to leave him alone. And, honestly? She didn't want to _be_ alone.

So, she stayed, waiting patiently for Nia and J’onn to return with their tea.

She wasn’t certain of much going forward, but if there was one thing she knew for sure, it was that she’d be making her excuses to get up and leave the second J’onn tried to offer her a cup.

* * *

Nia’s nose wrinkled after her first sip of tea. “Okay, definitely doesn’t taste any better than the first time.”

J’onn smiled. “It isn’t meant for its palatability.”

“Still, would it kill for some sugar?”

Brainy sipped his own tea reflectively. Issuing it through the small hatch in the security door like a prison meal was more disheartening than he had expected. Despite the countermeasures he had put in place - the certainty that this would keep the DEO safer from Brainiac’s influence - Brainy still couldn’t help but feel ashamed that it had come to this.

Still, he drew in from the assurances of his alternate selves. Though not visually present at this moment in time, he could still feel the warmth of them humming at his centre, the whisper of their thoughts coalescing with his own. It was a small comfort against the storm that was Brainiac, ever valiant in his attempt to swallow Brainy whole.

“Hey,” Nia said suddenly. “Are you okay?”

Brainy glanced up at her, seeing the concern in her eyes. “Just nervous,” he said lowly.

“Are you sure?” Nia asked. Her eyes were hard, and Brainy knew she could sense the likely discomfort he was emitting. She had always been astoundingly good at picking up on his emotional distress, even when he himself was none the wiser.

He smiled slightly, holding her gaze. “I will tell you later,” he said.

Nia’s eyes darted to J’onn. If he had noticed, he chose not to say a word. Hesitantly, Nia nodded. “Okay.”

It would have to do for now. Though Brainy was more than willing to share with Nia what had transpired between Kara and himself, disclosing the truth to J’onn would result in also having to tell Alex and honestly, he simply did not have the energy to waste. Kara could choose to share what she had learnt with her friends. After all – it was knowledge that was rightfully hers to distribute. He should have never been so selfish as to hold back from her in the first place.

He was only grateful she hadn’t held it against him. He knew that he was more than deserving of it.

Just another reason why she wore the cape, he supposed. Kara was endlessly forgiving, gracious and kind. He felt foolish for ever having thought she would turn against him. And yet, he still could not help but feel guilty for it.

But, those emotions would not do. J’onn had been correct. He _had_ been holding back, and now that Brainiac’s memories were out in the open, they could no longer weigh down Brainy’s psyche. He was sure there were other things Brainiac may plague him with, but he felt stronger for the information he had shared, like a physical weight had been lifted from his shoulders.

And so, as Brainy finished his tea, he knew that it was only in part the reason why he suddenly felt more relaxed within his own mind. He ducked his head forward, bringing his hands together in his lap, linking the tips of his fingers together. The press of flesh on flesh felt electric with the tea warming his blood, enhancing the clarity of his mind.

He could feel his consciousness begin to slip from him, and wasn’t at all surprised when the world turned dark even behind closed eyes.

“Are you here?” he asked.

_“Always.”_

Brainy felt a warmth spread through him at the sound of Director Dox, somewhere deep within his subconscious. He could feel Querl’s presence there, too, supporting factors that bore no faces here. No physical representations within his mind. Not yet. Not when he was still expecting other visitors.

The darkness was profoundly hollow. This was not his mind palace, the walls of which would have glowed a clean and welcoming white. Lines of energy would have sparked all around, a soft baby blue in every-which direction, guiding him through vast hallways and doors.

Brainiac had no right to his mind palace, and so it was not where he had been directed. No. Brainy recognised this place as the void it was, an in-between state, the darkness that sat on the edge of his thought tracks. Brainiac had plucked his way through several already, tainting them, pulling memories from his mind and discarding them to vast crevices Brainy could no longer reach.

But these gaps had been walked by Brainiac. And he would walk there again. It was only a matter of time.

“Brainy?”

Brainy felt himself actualise in a more physical sense as Nia appeared just ahead of him, quickly followed by J’onn. Nia blinked, artificial eyes adjusting to a simulated backdrop.

She frowned. “Where are we?”

Brainy shrugged, stepping forward. “The space between my thought tracks.” He smiled. “A visual representation, at least.”

“Can you feel him here?” J’onn asked.

Brainy sighed. “Not yet,” he murmured. “But he is here, somewhere, sifting through my mind like his plaything.” Brainy winced at that and Nia reached for him.

It was so simple, the touch of her fingers against his arm, and yet it was the most wondrous feeling in the world. Brainy had forgotten that in here, the barriers in the real world were non-existent. Perhaps Nia’s touch wasn’t quite real, but did that matter? Her dream abilities had proven things to him he hadn’t even understood from Nura’s influence. She was capable of truly amazing feats.

Brainy ached to hold her again, but he couldn’t, not right now. Still, he placed his hand across hers, stealing a short moment of closeness with her, as much as he was able.

Then, he shuddered.

Something had changed. A darkness more potent than before seemed to shockwave through the backdrop, casting shadows across them all. He could feel it – the weight inside his mind had become all-encompassing, pressing on the whole of him.

Brainiac was stirring, and Brainy could feel the curiosity that it had provoked from him. His mind wasn’t whole here, just an amalgamation of code and thought, as though he were looking into his ancestral memory.

But, his ancestors only had power if he allowed it.

Brainiac was not the same.

“He’s here, isn’t he?” Nia asked.

Brainy nodded. “Prepare yourselves,” he murmured. “For this to work, he must _not_ know what we are doing here.”

Nia squeezed Brainy’s hand before backing away, glancing about herself cautiously. She balled her hands, and Brainy was relieved to see a spark of blue ignite in the dark.

_Brainiac._

_**Five.**_

**_Is. That. You…?_ **

Brainy gritted his teeth. The cold invasiveness of the new voice set every part of him on edge. He hadn’t heard it before, not so clearly, not as a _single_ entity. But the voice was unmistakable. Robotic in both pitch and tone, undulating on every inflection.

Without a form, he sounded every bit as robot as the tyrants had intended.

“Greetings, Prime,” Brainy said shortly. He refused to delve into his own mind. If he tried connecting his thoughts as they existed now to Brainiac’s, he knew he would only be giving him further power. He had to be smart, had to calculate for every obstacle that Brainiac may throw his way.

To Nia and J’onn, Brainy nodded. “Thank you for getting me this far,” he said honestly. “I ask you to focus your minds on this place and this alone. _Force_ Brainiac to come here.”

Nia nodded mutely, reaching for J’onn’s hand. Blue energy surged between their palms, dancing across their arms. With it, the area around them seemed to grow smaller. Where they had before stood in a cave, now it was more akin to something of small box.

“Brainy,” Nia said softly, reaching out her free hand.

Brainy’s lips twisted, taking it in his own. J’onn smiled at him, taking his other hand.

The feeling was immediate. Electricity ignited through Brainy’s blood as the energy surged throughout his body, centring at his chest. He felt his other selves thrill with the newfound strength, but hushed them with a single thought.

_‘Not now.’_

Thankfully, they listened.

_Querl._

_**Dox.**_

_You have my attention._

Somehow, despite the machinelike quality of his voice, Brainiac still sounded amused. Brainy’s teeth ached where he had clenched them so hard, but he refused to give in.

“You are not welcome here,” Brainy said. “But I understand it would be foolish for me to try and extract you now.”

_I agree._

_It would be… rather…_

_**Fatal.**_

Brainiac still wasn’t materialising as an entity he could interact with. Still, his presence grew ever stronger.

“We should talk, then,” Brainy said. “Save the preamble for beings who are less deserving. I have peaked your interest, yes? Then let us discuss. One twelfth level mind to another.”

A hollow, disharmonic sound clamoured through the dark, and Brainy had to fight the urge to react.

He felt Nia’s hand tighten in his own. “What the hell _is that?_ ” she asked.

“I believe,” J’onn said, “he is laughing.”

“ _Seriously?”_

_… **Ah.**_

_One mind to another?_

_Perplexing, then,_

_that there are **three** of you…_

Brainy’s eyes snapped open. “No- that isn’t-”

_An unfair disadvantage I would say._

_**We can’t have that.**_

Before Brainy could react, the warmth of J’onn and Nia disappeared entirely. He nearly stumbled when their hands dissolved to nothingness between his fingers. Brainy gasped out, glancing about himself.

His chest heaved.

He hadn’t accounted for that. _Why_ had he not accounted for that?

_Isn’t it **obvious**?_

Brainy’s stomach tightened. If anything, he would say Brainiac nearly sounded _playful._

_I am still_

_**very much**_

**** _inside your head._

Brainy jerked when he felt someone take his shoulder. He stumbled forward, twisting so quickly that he nearly fell over.

There, stood behind him, was a slowly amassing form. Brainy knew the shape, recognised the features before they had even visualised. The black pit of his subconscious made very fitting receptacles for Brainiac’s eyes.

But this, _this,_ was exactly as Brainy had hoped for. A brash show of pride – something of which Brainiac would not admit to. But it mattered not, because even without his friends by his side, he could still carry out his plan.

Before Brainiac had the chance to fully actualise, Brainy stepped forward, grabbing the half-form in his hands, and pressed his forehead firmly against the faceless shell.

Immediately, Brainy was taken off his feet, his consciousness upended and sent rocketing through Brainiac’s. The feeling was indescribable, like his very mind had been set ablaze. He could feel a burn inside his nerves, screaming at him to stop. _He had to stop._

But he refused. Brainiac had many fortifications of his own, and they would only grow more powerful the longer he had to learn. But for the moment, he was on _Brainy’s_ playing field, and he _would_ do what he had come here for.

The next thing Brainy knew, he was in a large room, opening eyes that were not his own.

He felt odd, but the pain no longer consumed him. Instead, he felt… nothing. No fear, no tribulation, no rage or upset. Just a steady sense of clarity.

His new surroundings were dark, but where light caught, he was able to see something of a mass shifting in the shadows slithering over one another. Thick ropes of metal, far larger than those that had encircled the probe.

But they were alive in the same sense.

Something sparked in Brainy’s mind, telling him that this was _wrong._ He’d gone too far. He had to back out, had to… to…

But he was here for a reason, was he not? He just… just couldn’t remember what that reason _was._

Light scattered across the shadows, and Brainy was compelled to look up, finding himself met with a large sheet of glass. One of two, separated by a thick pillar of living metal.

Were they… were they _eyes?_

Outside, he saw stars. So very many stars. Winking in and out. Some burning to death even as he sat and watched. Transfixed.

They were important. The stars were important. He had to… had to remember _why?_

No. Yes.

_Yes. Yes!_

The stars. He had to watch the stars. Had to know where he was.

Brainy stared outwards, memorising the patterns, taking a snapshot within his mind for further review. He recognised this place, but he wasn’t sure why. Perhaps he was not in his right mind.

_Right mind._

With that thought, something horrible sliced through his skull. Pain so profound shattered through his hold of the body he had found himself in that he released his grip, hurtling back through the endless void.

As he fell, the fear returned.

Until he was met very suddenly with the ground. The pain was immediate and nearly unbearable to withstand. Brainy cried out, digging his fingers into the artificial floor of his own mind. The gaps of his thought tracks. Exactly as he had begun.

But this time, a shadow loomed overheard.

“That was a most **_grievous_** mistake.”

Brainiac’s voice sounded so real behind him, but Brainy didn’t have the energy to care. His whole body was on fire and he knew if he stayed there a second longer, Brainiac would never let him leave. He could feel his presence, growing stronger, reaching for him, hands so close that even the thought of his touch made Brainy physically nauseous.

“Perhaps,” Brainy ground out, forcing his head up. “But I got what I needed.”

And with that, the world dissolved around him.

He gasped out the moment he was thrust back into his physical body.

 _Everything hurt._ The ache in his mind was only child’s play compared to what awaited him in the real world. The lights glared through his skull the moment Brainy opened his eyes, and he had to fight the sudden urge to vomit. Instead, he collapsed to his side, ducking his head into his hands.

“ _Brainy?_ ”

For one horrific moment, Brainy thought Brainiac’s voice had followed him there. Then, he rationalised, and realised instead that it was Nia who was calling out to him. And, it seemed very likely this was not the first time she had tried.

Brainy wanted to say something, but his throat was tight with pain. He only managed a strangled sound before it amped up again and he shuddered, squeezing his eyes shut.

It took several minutes longer for him to ride out the next wave of pain. When he had, only then did he find it safe to lift his head. He was still curled on the floor, tousled hair slick to his forehead with cold sweat, but he could see Nia, her face pressed so close to the glass that it was as though she were in the cell along with him. He let that thought ease the parts of his mind that still pulsed with pain. He gritted his teeth, forcing himself up.

The world spun around him and he took a deep breath, swallowing harshly. “I’m okay,” he lied.

“No, you’re not,” Nia said. “Brainy- what happened? What did Brainiac _do_ to you?”

“Not what he did,” Brainy managed. “What- what _I_ did. Exactly as planned. Give or take a few… obstacles.” Brainy raised his head, meeting Nia’s eyes weakly. “I got inside his head,” he said, smiling despite every ache and pain telling his body otherwise. “I know where he is, Nia. I know when he will be arriving.”

* * *

Nia could only watch helplessly from the other side of the glass as Brainy caught his bearings. He was still incredibly pale, his chest heaving as though he couldn’t quite catch his breath.

Being thrown from Brainy’s mind had been incredibly disorienting. Even now they’d been sat here for about ten minutes, Nia still felt totally out of it, like her mind wasn’t quite connected to her body.

The echo of Brainiac’s voice still lingered at the precipice of her mind, like an itch she couldn’t scratch, and she had to bite down hard to keep from shuddering.

It had worked, though. Brainy had managed to reach out to Brainiac’s mind, but it was clear that he’d been violated by the experience. He looked so exhausted, and he held himself with an edge of discomfort, as though he didn’t trust the body he was in. One arm was wrapped across his chest, squeezing against his life projectors.

“Brainy,” J’onn prodded gently. “You said you knew where Brainiac was?”

Nia stiffened. It felt wrong to ask him anything in this state, but she knew it was necessary. She dragged her hand down the glass, letting her arm fall limply to her side. She watched Brainy as he carefully opened his eyes, wincing at the glare of the lights.

He cleared his throat. “He is not far from the Andromeda galaxy,” he said. “Brainiac’s ship it… it does not travel at great speeds. At his current velocity, it should take twenty-four hours for him to arrive. He takes pleasure out of the hunt for new planets, new information.” Brainy’s eyes stared listlessly; although he was looking in their direction, Nia suspected he couldn’t see either one of them. “He has a plan. I felt it. He is collecting data on the cubes. One of them is… is feeding him information but I didn’t have time to…” He stiffened suddenly, gritting his teeth.

“Brainy?” Nia asked, heart in her throat.

“It’s fine,” Brainy said, although Nia knew it wasn’t. He looked like he was about to pass out. “I think he is punishing me. For reading him. For-for-” He stopped suddenly, his arm tightening around his chest.

At almost the exact same moment, Nia saw something dark and wet trickle from Brainy’s nose. The air in her lungs all but evaporated as she stared numbly at the black substance that leaked down across his lips.

“Your nose,” she said, though her voice sounded a million miles away. “Brainy… is that what I think it is?”

Brainy hadn’t even seemed to notice. Wearily, he lifted a hand to his face, brushing his fingers against the fluid. He grimaced, swiping it away, only for more to trickle down in its wake, dripping from his chin. “Blood,” he murmured.

Nia swallowed down the incredulous laugh building in her throat. “It’s _black._ ”

“Indeed.” Brainy rubbed the blood idly between his fingers. “It is beginning.”

Nia stared. “Beginning?”

Brainy glanced to her solidly, and the sureness of that look was nearly startling. “Physiological conversion,” he said. “Brainiac has begun to transform aspects of my body to prepare to house his full consciousness within me. It makes sense that my blood would need to mutate first in order for him to go forward with other modifications.”

Nia only shook her head. His tone was so steady, as though he were talking about some kind of sample in a lab and not his own body.

Nia couldn’t speak. Naively, she’d thought they’d have more time than this. Time to stop Brainiac from even _getting_ this far. She’d thought that maybe if Brainy had been able to get into Brainiac’s head, it would have slowed him down, _stopped_ him, even.

Nia’s eyes stung. “Is he doing this because of us?”

Brainy’s lips twisted. “Perhaps he sped things along to prove a point, but I had already begun to feel the changes occurring.”

Nia recalled the way he’d curled in on himself back in the lab, like his stomach had been turning itself inside out. She still felt the pressure of his hand against hers, how tightly she’d squeezed him, hoping to ease some of that discomfort.

Now, though? What could she do now?

“Will Brainiac travel any faster in mind of what has transpired?” J’onn asked.

Brainy laughed weakly. “No. He is too proud for that. He has a plan and he will carry it out to the highest level of efficiency, which means continuing at this pace. Waiting for the information to come together.”

“Even with what we know?” Nia asked.

Brainy’s eyes darkened. “He does not hold any concern that anything we have learned will make a difference.”

Nia’s heart sank. “That… _asshole._ ”

Brainy chuckled grimly, holding his hand to his nose as more blood dripped free.

Nia shook her head. “Crap,” she muttered. “I’m sorry, I’ll get you some tissues. J’onn?”

J’onn nodded. “I’ll stay with him.”

Nia gave him a relieved smile, looking back to Brainy. “I’ll be back soon.”

Brainy nodded, but it was clear he wasn’t totally with it. He folded his legs beneath himself, placing his hands in his lap.

“Would you like me to enter your mind again?” J’onn asked gently. “To help fortify any walls that may have been damaged?”

Brainy’s jaw hardened. “No,” he murmured. “I feel…” A shiver ran down his spine. “I do not think it would be wise. Right now. To let anyone in.”

J’onn’s eyes creased with understanding. “Of course.”

When Nia returned with tissues in tow, neither J’onn nor Brainy had moved from the floor. Brainy’s head was tilted back slightly, trying to stem the lethargic flow of black blood as it continued to trickle down his face. Ignoring the tightness in her chest, Nia walked over to the cell door, placing the tissues into its slot.

Brainy opened his eyes at the sharp clang of metal. He forced himself onto unsteady legs, taking the tissues from his side. Once he had them, he wiped at his nose, stumbling over to the far corner before sitting heavily onto the bed’s stiff mattress.

Nia couldn’t ignore how pale he’d gotten, or the fact that his expression was still twisted with a barely restrained agony. She’d hoped that it might start wearing off now he was outside of his own mind, but it was clear that whatever Brainiac had started, it was only the beginning.

“How do you feel?” Nia asked.

Brainy grimaced, shaking his head. “It’s happening,” he muttered. “The conversion, it’s…” He paused, sucking a short breath through his teeth. “I- I need to close myself off for a little while, to work on what barriers I have.”

“Do you need assistance?” J’onn asked.

“No,” Brainy said shortly. “I- I need to do this alone.” He glanced awkwardly at the cameras. “As alone as I _can_ be.”

He looked pained admitting it, and once he focused his attention back to the room, his gaze shifted to meet hers. Nia knew he didn’t want to turn her away, but she could also see how uncomfortable he was clearly feeling. She didn’t want to think about what _conversion_ meant for him, and it was difficult to ignore the black that still partially stained his lips and chin. Brainy said the blood mutation was only the first step, but he already looked so haggard from it.

How much more could his body take?

Nia swallowed down the sob in her throat. Instead, she nodded, offering him an understanding smile. “It’s fine,” she said, glancing to J’onn. “We can go for a little while. Besides, we need to let Alex know about Brainiac.”

That thought alone made her stomach twist. A day. That was all they had, and that was only assuming that Brainiac wouldn’t for whatever reason decide to pick up the pace. Nia trusted what Brainy had said of Brainiac’s pride, but that didn’t stop her from worrying that maybe what Brainy had seen, what he thought he knew, wasn’t the whole picture.

As J’onn stood, Nia started to follow him out. But, before she could get very far, she stopped herself, turning to Brainy again. “We’ll be back soon, okay?” she said. “If you need anything-”

“Thank you,” Brainy said, ducking his head. He balled his hands against his lap, closing his eyes. “I will see you soon.”

Nia could hear a tremble in his voice, as though even speaking had become too much for him to handle.

She promised herself she’d come back as soon as possible. No matter what, she refused to let him go through this alone.

* * *

“A _day?_ Seriously?”

Alex tried hard to hide the incredulity in her voice; she was still stood at the hub, agents that she would need to be briefing very soon on J'onn's update not a few paces behind her. Most of their expressions were drawn anyway, their attention set on other tasks.

It had felt that way ever since the initial briefing. Her team was quieter than they had ever been, so focused on the satellites catching even a glimpse of Brainiac’s ship, it was like they could do nothing else.

Honestly, the silence that permeated the hub was beginning to grate on her. She missed the steady chatter, missed verbal updates, missed one agent in particular who would notify her of just about anything with a confident air of grandeur imprinted in every word.

She missed Brainy.

J’onn sighed. For half a second, she’d forgotten he'd been stood in front of her at all. Her mind was racing, but nothing she could think of made any difference.

A _day._ How had they gone from the unknown to a _day?_

“Brainiac is currently traversing the Andromeda galaxy,” J’onn continued grimly. “At his current speed, he’ll be within the satellite’s detection in under twenty hours.”

Alex closed her eyes, rubbing the bridge of her nose exhaustedly. It had felt like an age since she’d last slept. Had she only been with Kelly half a day ago?

Oh _god,_ Kelly. She’d need to tell Kelly. If Brainiac was coming, then…

She sucked in a breath, shaking her head. “I thought we had- no, I _hoped_ we had more time than this.” She paused, glancing at J’onn warily. “Did Brainy say anything about the cubes? Does he think the decryption will still work?”

J’onn’s expression shifted at that, his eyes darkening with sorrow. Alex’s chest clenched. She hated that look. Nothing good came out of _that_ look.

“He’s…” J’onn said carefully before sighing, closing his eyes. “He was unable to say much on the subject. Or anything, in fact. The conversion is well underway.”

Alex’s mouth fell open. “No,” she said firmly. She could feel her eyes burning. She gritted her teeth hard, forcing them at bay. She couldn’t _do_ this, not here. She couldn’t lose it in front of her agents. “Is there anything we can do?” she asked steadily. “Anything to slow it down, maybe, or-or to make this easier on him?”

“His physiology is mutating,” J’onn said darkly. “Alex, what is happening to Brainy is unprecedented. I hate to say it, but nothing we can do will make this any easier for him. Nia and I can keep doing what we have been, strengthening his mind, but now that Brainiac has reached through, initiated his link between the two of them, Brainy has been rather unwilling to let us back inside.”

Alex felt sick. She couldn’t imagine what kind of pain Brainy was feeling right now, but even that paled in comparison to what was soon approaching. If Brainiac got here, if he finalised his consciousness within Brainy’s body… he could take him over.

 _They_ become _Brainiac._

Alex’s eyes widened suddenly. “Oh god, Nia. How is she?”

J’onn’s lips quirked sadly. “She’s in the canteen.”

“Coffee?”

“By the bucket load.”

Alex shook her head, rolling her shoulders. “I think we could all use some right about now. But, seriously, how is she holding up?”

J’onn tilted his head. “She is doing as well as she can be. She’d incredibly strong-willed, but I can feel her confidence waning. I do not want to encroach upon her emotions, but her heartbreak is so strong it… it is hard to ignore.”

“I know the feeling,” Alex murmured. She cleared her throat. “Kara’s back out in the city looking for the cubes, but she hasn’t been- I mean, she hasn’t had any luck. If we only have a day to do this, then…”

“What about Lena’s device?”

Something cold hardened in Alex’s stomach. “She’s still working on it,” she managed. “At least, I think she is, I don’t-” She ducked her head, swiping loose her from her face. It suddenly felt stuffier in the hub, like she couldn’t get a good lungful of air. “I’ve been so _focused_ on preparing everyone for this threat that I didn’t even have the chance to-”

Alex stopped when she felt J’onn’s hand on her shoulder, squeezing gently. When she looked up, she found his eyes, patient and kind, watching her. He smiled. “I know the kind of pressure you’re under right now,” he said honestly. “I have been there myself. But you are doing a remarkable job, Alex.”

Alex huffed out a laugh. “Am I?” she asked. “’Cuz it feels like half my team aren’t listening to me. The science sector have all but shut themselves out from the rest of the team, they seem to be so focused on this satellite that I can’t even catch their attention. Half my field team won’t pick up their comms, and I _swear_ it has something to do with that damned cube’s interference. I think it was taking more than just files for Brainiac, I think it’s been messing with our tech as well.”

J’onn lowered his chin, nodding sharply. “It wouldn’t be unlikely at this stage.”

Alex rolled her eyes. “Just another pain in my ass, I guess.” She smirked. “Speaking of pains in my ass, I should check on Lena, see if this device is finally ready.” She gave J’onn one final, exhausted look. “Less than twenty-four hours to stop the end of the world?” She shrugged. “Just another day in paradise, right?”

* * *

Brainy lay curled into himself across the bed. He wasn’t sure how much time had passed, he certainly didn’t have the energy to check his internal clock.

His skin felt like it was on fire.

He could do nothing to stave it off, only bear down on his previous mental countermeasures, hoping the reinforcements J’onn had assisted with would do their job. Still, he could hear the voices returning, the abominable collective that whispered insistently in the back of his mind.

He paid them no heed. He was used to his ancestral memory by now, even roaming from their normal thought track hidden far out of reach, he could lessen the noise to a certain degree. No, _those_ voices were not the problem. Instead, it was the lurch in his stomach, the horrible wrongness that itched inside his head as he felt Brainiac’s influence finally begin to take physical hold.

Brainy squeezed the bloodied tissue in his hands, dry and crusted with black. He assumed he looked something of a state, but what he feared most was what lay beyond his inducer. He had yet to lift its illusion, hoping selfishly that seeing himself like this – whole and human in appearance - might further discourage Brainiac’s lull within his mind.

But if the pain was any indication, Brainy knew he was beginning to change. He could feel the burning behind his eyes, the ache that had set deep within his bones. Something felt like it was moving beneath his skin, like a snake slithering between blood and bone.

Brainy swallowed hastily at the image, opening his eyes. It would do no good to lay still in the dark, there would be no reprieve there. He couldn’t sleep, couldn’t build, couldn’t _hide._ All he could do was cling to his barriers and _hope_ it was enough for the time being.

Brainiac would be here in no more than a day, he could feel the perverse joy deep within him, Brainiac’s mind encouraging him to rejoice alongside his kin.

Brainy would never give him that kind of satisfaction.

And yet, the urge to laugh was suddenly so _hard_ to swallow down.

“It was interesting what the Martian did for us.”

Brainy looked up exhaustedly. Director Dox was projected somewhere at the foot of the bed, but he couldn’t find the energy to turn her way.

“Querl?”

Brainy groaned. “I’m here.”

“I know you are. If you weren’t, we wouldn’t be here.”

Brainy ducked his head back into his pillow.

“C’mon buddy, stay with us,” the other Querl said. His voice was closer, and as Brainy refocused on the room, he found that his doppelganger was crouched in front of him, large eyes unnervingly close to his face.

Brainy lurched on the bed, knocking his back against the wall. The pain lanced up his spine, reminding him of the torturous ache that continued to climb throughout his body. “Did you _have_ to do that?”

Querl smiled, shrugging. “It worked, didn’t it?”

“I just want space,” Brainy muttered. He wound his arm around his chest. His projectors felt startlingly warm, as though they were overheating. Was _he_ overheating? It would make sense, his body would need to output a higher temperature to fight Brainiac’s modifications. But there was no _fighting_ it. He couldn’t… he couldn’t stop this.

“I don’t think the term _personal space_ was intended for doppelgangers,” Querl said thoughtfully. Still, he shuffled away a little, his eyes flickering with concern. “You don’t look so hot, by the way.”

“I’m being rewritten,” Brainy bit out. “It isn’t _pleasant._ ”

“You’re not being rewritten,” Director Dox admonished. She sighed. “At least, not yet. You are still of sound mind, are you not?”

Brainy grimaced, lifting himself from the bed. “Define _sound._ ”

Querl tipped his head towards his female counterpart. “I’d say that’s a yes.”

Brainy only rolled his eyes. “You should not be out here,” he ground out. “Expending energy at this time will only make things more difficult later on.”

“Ah,” Querl said, raising his finger. “That’s where you’re _wrong._ Do you want to tell him or shall I?”

Brainy frowned at that. “What’s going on?”

“As I mentioned earlier,” Director Dox said, clearing her throat. “What the Martian did, enhancing his power through Nia Nal’s dream abilities, it energized us, more than I think he realised at the time.”

Brainy considered that for a moment, allowing one spare thought track still unmarred by Brainiac’s pull full access to explore the implications of her words. Finally, he lifted his head. “It would make sense,” he said slowly. “That power was meant to reach out to Brainiac, to solidify my state of mind and give me the control I needed to push back. It was pure psychic energy.” His arm tightened around his chest, the heat prickling along his skin. “AI consciousness is in its purest form a variant of psychic energy.” Brainy winced as he lifted himself into a more upright position. “I had thought the power would have faded once I had infiltrated Brainiac’s mind.”

“As did we,” Director Dox said. “The fact we can still hold it now does put us at a further advantage.”

Brainy snorted, hugging his legs close to his body. “ _Further_ advantage?”

“Don’t sell ourselves short,” Querl said with a pointed look. “It’s still three against one.”

“Right now it may as well be zero against one,” Brainy said. He closed his eyes. “If I am lost to Brainiac… we _all_ lose.”

His doppelgangers shared a knowing look. Brainy stared at them both, frowning. “What?”

“I raised the subject of the energy not just because of the benefits to us,” Director Dox said slowly. “But also to _you,_ Querl. If we share the energy we received into your life projector, it should give you the strength to fight Brainiac’s physical modification code, at least for a while longer.”

“How _much_ longer?”

“Uncertain,” Querl said. “But _some_ is better than nothing, right?”

Brainy nodded wearily. “Fine,” he said. “Anything to stop feeling like this.”

Querl nodded, looking towards Director Dox. She sighed, shuffling a little closer to Brainy. It was odd, feeling both of them so close to him, yet unable to discern _that_ closeness from the steady thrum of their consciousness still locked within their projectors. Still, it was oddly comforting. Brainy fought the urge to drift, lifting his head. He felt like a dead weight, the aches and relentless pain pulling him down, urging him to rest.

But there was no rest to be found. If he slept, he’d only make the process that much faster.

And so, he took the hands of his doppelgangers that were offered to him. Their skin was translucent compared to his, but the moment they made contact, a surge of something unmistakably powerful shot through his chest.

Brainy gasped out, rendered completely speechless. He gritted his teeth, riding out the energy as it spread out from his chest, warming his blood with its potency. With it, the deep ache in his bones began to recede, and the awful lethargy lifted to something far more manageable. The lull of Brainiac’s presence drifted somewhere far away, enough that Brainy was able to put a stopper on the noise. He still felt something uncomfortable within, could still sense the wrongness in his body, the changes that had already begun to take place.

But, it was enough.

_It was enough._

Brainy leant his head back against the wall, breathing sharply through his teeth.

“Quite a kick, right?” Querl asked eagerly. “Now tell us, how do you feel?”

Brainy smiled, he couldn’t help himself. “Improved,” he admitted.

* * *

Lena took a step from the workbench, reviewing her work.

True, the decryption wasn’t quite as clean as she would have wanted, but it would get the job done in a matter of hours.

As an afterthought, Lena glanced towards the wires on the far desk. Alex had brought them in as she’d requested, and they were _fascinating._ The wires had totally changed their properties and, from how Alex had described it, the transformation had taken mere seconds to complete.

A brief shudder ran down Lena’s spine as she considered the implications. The same coding that ran through these cubes, that had _changed_ the wires in such a way, also ran through Brainy. That and what Lena had been told of Brainiac made her all the more curious as to know what was happening to Brainy down in the cells.

She had yet to ask his permission for a scan, but it was becoming clearer and clearer that she would need to study his body if she was to understand the full extent of the cubes’ power. If they were as connected as she suspected, toying with the cubes’ code could have unforeseen side effects on Brainy himself.

She had to be careful. She couldn’t allow this to go wrong.

She hadn’t seen Kara since her little outburst earlier. It had been childish to argue at such a crucial time, and Lena suspected that Kara was doing everything to avoid coming back in here. But, she would need to eventually.

In spaces where she hadn’t been working on the decryption, she’d been taking what she could decipher from the perception filter on the cubes and reverse-engineered it into a detector of sorts. It wasn’t incredibly advanced, but it would definitely help to narrow down Supergirl’s search.

Something hard formed in Lena’s throat at the thought of Kara coming back in here. She ignored it, instead refocusing on her most crucial task.

Then, someone knocked on the door.

Lena glanced up, at once certain it was not Kara. No, _she_ would have simply barged in, cape billowing behind her.

Instead, Alex stood there, but it was clear that she had other places to be. She wasn’t static on her feet, and she kept shifting her attention to the hallway.

“Lena,” she said quickly. “I need an update on the proximity detector.”

Taken aback slightly, Lena straightened. “It’s done,” she said. “I haven’t tested it yet, but-”

“That’s alright, it can be tested in the field,” Alex said, stepping forward.

Lena watched her curiously as she pointed out the handheld device. Alex took it, weighing it in her hands. She sighed. “Sorry, our time window’s just been narrowed down by about ninety-percent. J’onn and Nia helped Brainy get some information out of Brainiac. He’ll be in Earth’s orbit in less than twenty-four hours.”

Lena’s chest tightened. “You’re certain?”

Alex gave her a strange look. “Of course.”

Lena shook her head. “Yes, well, then I’m sure this detector will come in handy. If we can decrypt the code, stop any further information transferring to Brainiac, it will at least give him less to study. Although, I’m not sure how much he may know already.”

Alex shrugged. “Join the club, _none_ of us do, and Brainy has him inside his _head._ ”

Lena swallowed tightly. “About that,” she said slowly. She realised this wasn’t the best time to bring it up, but if she didn’t do it now, she wouldn’t get another chance. “I want to go to Brainy’s cell. Kara advised I ask permission for a scan from him, but after taking a look at the wires I’d like the opportunity to study the changes to his own systems. If he allows me, that is.”

Alex looked at her exhaustedly. “I don’t think now’s the best time,” she said. “Whatever he did, it’s sped up the conversion process, he’s in a lot of pain and I-” Alex stopped herself suddenly, swallowing. “Nothing I could give him here would have any effect.”

Lena pursed her lips. “Forgive me for sounding… _cold,_ but if I can’t speak to him now, I won’t have another chance to. If Brainiac will be here as soon as you say, we don’t have the time to put people’s feelings into consideration.”

“You’re right,” Alex said stiffly. “That _was_ cold.”

Lena huffed out a laugh. “Well? What do you say?”

Alex’s eyes narrowed. “I can’t stop you,” she said flatly. “But I _will_ warn you. Whatever you say to Brainy, don’t push him. No one knows what he’s capable of right now.”

Lena nodded. “I understand. Thank you, Alex.”

“Don’t thank me,” Alex said. “I didn’t agree to anything.”

And then she walked out of the room, leaving Lena alone once again.

* * *

Walking through the cells of the DEO certainly reminded Lena of a few choice meetings with Lex while he had been imprisoned. She hadn’t spoken to him often, had tried to block any attempts at bridging gaps in their relationship that Lex ever tried to build. They always had an ulterior motive behind them, and once upon a time Lena had been much too naïve to see it.

No more.

She shook the thoughts from her mind. This wasn’t Lex she was meeting with, after all, it was Brainy.

The last time she had spoken with him, _truly_ spoken with him, he had still believed the lies she had been selling. She had seen resentment from Kara and Alex, even caught passing glances from Nia when she’d walked past the lab alongside J’onn. Everyone had met her with the same lack of warmth. It was expected behaviour, something she could easily reciprocate, and yet something unnerved her about seeing Brainy again.

Perhaps it was just knowing what he was going through. It couldn’t be easy, and Alex had said that he was in pain. A full-body conversion resultant from techno-organic material sounded exactly as terrifying as she imagined it was, and a part of her hoped that if she could understand the cubes, perhaps she could run an interference against the commands initiating such changes within Brainy’s body.

It was a small chance, but a chance nonetheless.

Lena had known that there was no one but Brainy down here. She’d caught sight of J’onn and Nia upstairs, and though she hadn’t seen Kara yet, she imagined she was more than likely back out in the city. Lena knew Brainy well enough to understand that pain was not something he preferred to have witnessed. It was a form of weakness, after all, and if there was one thing that she and Brainy had in common, it was their pride.

And so, it was surprising that as she came down the hall, she was certain she could hear Brainy speaking with someone.

Curious, she picked up speed, finally catching sight of Brainy’s cell amongst the many empty receptacles. 

Brainy lifted his head immediately at the intrusion. He’d definitely been speaking to someone, his voice had carried enough to make that quite clear. And yet, no one was down there with him. He was sat on the bed pressed to the far wall, legs crossed, dark hair lank and splayed along his face.

Even with the inducer’s pretences, he looked peaky, his body hunched with discomfort, but he didn’t look nearly as pained as Alex had insinuated. His eyes were clear, a confidence running behind them that was all but startling considering the circumstances.

Lena frowned at him. “Brainy?” she asked curiously.

Brainy didn’t say anything for a long moment. He swallowed. “Lena.”

His voice was totally devoid of emotion, a neat trick she had seen him use in the past. But, when aimed at her, she couldn’t help but feel disheartened. She ignored the feeling, steeling herself. “Who were you talking to?”

Brainy raised his chin, regarding her carefully. He didn’t say a word.

Lena rolled her eyes. “Would you like me to start making educated guesses, or will you talk to me?”

Brainy shuffled a little, his lip twitching with a quickly covered wince. Lena frowned. It appeared he was hiding a little more than just who he’d been talking to from her.

Eventually, Brainy sighed. “I was speaking with my doppelgangers,” he admitted.

Lena’s brow quirked. “Your… doppelgangers?”

“Indeed.” He straightened defensively. “We are able to communicate through the life projectors they left with me.”

Lena glanced down to the light cores that glowed from his chest. He had discarded his jacket some time ago, and from the red blotches that dashed along his cheeks, Lena suspected the reason for it. She ignored that for the time being, folding her arms. “Is this something you do often?”

Brainy’s eyes narrowed. “Often enough.” His lips twisted. “Does it matter to you?”

Lena frowned. It was definitely information that could be useful to her, but broaching the subject at this precise moment may have been ill-advised. Not that she really had much of a choice.

“I came to ask you something, one scientist to another,” Lena said. “I expect an unbiased response.”

Brainy’s returning smile was incredibly dry. “Go ahead.”

Lena’s arms tightened around herself. “I wanted to ask permission to study scans of your body and, if possible, have the opportunity to physically scan aspects of your physiology. I suspect you are connected to the data cubes in a more convoluted manner than was previously anticipated.”

Brainy’s eyes were totally unreadable. After a moment’s consideration, he shrugged. “I suspect the same,” he said. “The cubes are extensions of Brainiac’s power, I disclose information to _them,_ they disclose information to _him._ But the sentry keeps an imprint of his code within me also.”

Lena eyed him curiously. “Can I ask? What is the difference between Brainiac’s code and the life projectors if they can both hold a Coluan consciousness?”

Brainy sighed in a way that suggested he had anticipated such a question. “Brainiac’s code is not a full extension of consciousness, more-so a single branch from a much larger, much more terrifying tree somewhere out in space. He can reach my mind, even control it to a certain degree should he choose, but it is not his true essence, not _yet._ Until this body is converted to his requirements, he is just a vague imprint of life within me.” Brainy shuffled slightly on the bed. “In comparison, my life projectors hold the truest essence of my doppelgangers. Lesser species would call them _souls,_ which is an apt description, as they are comprised of pure energy as well as coding, the very core to their existence,” he tapped one thoughtlessly, “now adhered to me.”

“Are they removeable?”

Brainy flinched. “I- _yes,_ but it’s not pleasant.”

“Any more pleasant than being converted from the inside out?”

Brainy’s eyes darkened. “You asked to scan my body, not my projectors.” He stiffened. “Either way, the chances of getting a proper scan are not in your favour at this time. I cannot leave this cell, and I would not recommend that you enter it.”

“What about previous scans?” Lena implored, eyes darting across Brainy brazenly. “Didn’t you all get scanned when the sentry was first released?”

Brainy’s eyes narrowed. “I don’t think you’re following. What is _inside_ me cannot be seen by such primitive technology. The sentry is melded to my implants, any possible connections to the cubes would be just as well hidden.”

“I’m trying to help you,” Lena said stiffly. “If you would just-”

But, before she could finish, Brainy laughed. It was a curt, cruel sound. When he next looked up, his expression was equally as cold. “ _Help_ me? Is that true, Lena Luthor, do you truly wish to _help_ me?”

Taken aback, Lena’s expression fell. “Brainy…?”

Brainy shook his head. “It took some time to make the correct connections. After all, inhibited, I did not have the full spectrum of emotions at my disposal.” Brainy’s lips thinned, staring out ahead of himself. “But, then I considered and I deliberated and I realised what you wished to use the Q-waves on, what your intended purpose for J’onn’s brother really was.” His eyes shuttered suddenly. “You wanted to control the human populace, mould their thinking to yours.”

Lena’s stomach tightened. “I didn’t want to control anyone,” she said coolly. She cleared her throat. “Brainy, you aren’t well, we shouldn’t talk about-”

“Don’t treat me like the rest of your so-called _friends!_ ” Brainy spat. “We both know I am of a far more adept mind.” His next smile was practically a grimace. He shut his eyes suddenly, digging his fingers into his scalp. “And he’s… he’s _in_ my _mind,_ do you think that this is _right_ Lena? To control the world through force of will, to change their minds to what you deem them worthy of thinking? You are no better than Brainiac if you believe that to be the case!” He laughed, a sort of mildly hysteric sound. Then, his eyes widened and he slammed his hand over his mouth, closing his eyes. He shook his head. “I-I’m sorry. That… that… I should not have said that.”

Stunned, Lena blinked. “It’s okay.”

Gingerly, Brainy lifted his hand from his mouth. “I cannot tell you I did not mean it,” he said quietly, “only that I should not have said it.”

Lena nearly laughed at that. “I hoped you would say that,” she admitted. “It means you’re not lying to me.”

“Not all lies are made with ill-intent,” Brainy muttered, before he crumpled suddenly, his hands reaching again for his head. “But-but _so **me… are.**_ ”

The trepidation was back again. Lena’s throat locked at the sound of Brainy’s voice. It had dipped suddenly to something of a much lower, mechanical pitch. It barely sounded like him at all.

Lena’s mouth fell open. “Brainy?” she asked carefully.

Brainy groaned, digging his fingers desperately into his scalp. “Lea **ve** ,” he began, his voice already beginning to warp again. “Before I do anything I would sooner **_regret._** ”

That wasn’t Brainy talking, surely? Though Lena had come to understand certain unsavoury aspects of Brainy’s past, this was different.

Lena’s eyes widened.

 _Of course._ This was Brainiac.

“Brainy,” Lena said swiftly. “Tell me what I can do- how I can-”

“ ** _GO AWAY!_** _”_ Brainy yelled fiercely, the warped and hollow aspect of his voice seeming to bounce from the cell walls.

Lena stumbled back a pace, glancing the way she’d come. Alex had told her not to push him, and in retrospect she hadn’t considered that asking him this would have such caustic consequences.

 _Stupid. Foolish._ What had she been _thinking?_

Brainy was still curled in on himself, trembling all over, fingers wound so firmly into his hair she thought he might tear it out. The lights from his life projectors seemed to glow fiercer in response, causing him to take a deep breath. With it, he stiffened, the tremors lessening slightly.

If nothing else, _that_ was certainly interesting.

They bore such a deep connection - Brainy and these other lives he wore on his chest. The fact they could live harmoniously, separated from a physical form, it was intriguing to say the least.

Something sparked suddenly in Lena’s mind. A fragment of an idea, already building to something far more structured.

For right now, unfortunately, she would not be able to proceed with such an idea. Instead, she backed out of the room, prepared to call for J’onn or Alex. Someone who may know how better to assist with this.

She needn’t have worried, for not a second later, J’onn came charging down the hall, Nia close at his heels.

“What happened?” J’onn asked.

“What did you _do?_ ” Nia demanded.

Lena was speechless. She had no answers, and certainly no bravado she could hold herself up with. Instead, she only shook her head.

Nia’s expression darkened further as she ran to J’onn’s side. J’onn was already speaking to Brainy through the cell wall, his voice one of practiced calm. When Lena saw Brainy’s fingers begin to untangle from his scalp, only then did she turn to leave.

Perhaps it had been a mistake to come down here.

Although, perhaps not.

For, Lena had a new plan. And she was itching to start with preparations.

She only hoped that Brainy would be well enough to assist her when the time came.


	10. Chapter 10

**Notes for the Chapter:**

> I'm back with another chapter! I know I said I'd try to keep it less than a month, but I've got quite a few projects going at the moment and I want to make sure these chapters get the attention they deserve. 
> 
> Thank you to everyone who has been following and supporting this story so far, your feedback means the world! x

It all happened so fast.

Nia had been sat with J’onn when she felt it – the most intense sense of dread she’d ever experienced striking right through her chest. The adjoining vision had been loud and violent inside her mind, a blurred image that only began to focus when a harsh yell echoed from the walls that held it in place.

Nia’s stomach sank. She knew that yell, the warped and fragile state of it. She knew who it was before her vision even got the chance to clear. But, when it did…

Nia’s heart froze.

She saw Brainy curled in on himself, but in her vision, he didn’t have his inducer running. His green skin was mottled with black veins that seemed to protrude from the very surface of his skin like living things, writhing beneath as though they might suddenly break free. His fingers were rooted to his pale hair, hair that was sodden and tangled with black blood. It oozed from his scalp, drenching his fingers, trickling down his wrists.

He cried out once more, so jarring that the image nearly shattered. Nia could barely hold onto it.

She wanted to reach for him, wanted to protect him from whatever the hell was happening. But this wasn’t real; she couldn’t touch him, not like she had back inside his mind.

Then, Brainy stiffened, and he lifted his head. Black blood spattered down his face, but Nia wasn’t focused on that.

No. Instead she could only stare at the empty voids that Brainy had instead of eyes.

Nia jerked so hard from her vision that she nearly fell from her chair, spilling a sizeable splash of tepid coffee across the canteen floor. Numbly, she stood, putting the cup on the table as an afterthought.

She felt J’onn’s hand on her arm, tugging her back to the here and now. At first, she couldn’t understand what he was saying. Not that it mattered. She figured he could only be asking one thing.

“Something’s wrong,” she managed. “J’onn, something’s really wrong with Brainy.”

J’onn’s eyes narrowed immediately. “I feel no-” Then he stopped, sucking in a breath. “His adrenaline is spiking. He’s… he’s angry.”

Nia’s stomach pitted. “Is it the conversion?”

J’onn shook his head slowly. “No, it’s… it’s something else.” His eyes widened. “We must go there. Immediately.”

Nia didn’t have to be told twice. The second J’onn broke into a run, she was right behind him. They didn’t bother with the elevator, instead J’onn took Nia against him and they phased through the floor, landing in the basement cells.

Nia felt numb as she ran, empty glass rooms blurring together as she sought out the one they needed. Even now, the image of what she’d seen haunted her. She only hoped her visions had been metaphorical this time around.

And when she saw him, she knew they were. At least, a portion of them were. Brainy still had his inducer on, but he was crumpled in much the same way as Nia had seen in her dream, hands tearing through his hair like he wanted to rip it out. His breathing was shallow, his shoulders stiff and unmoving.

Nia had been so focused on Brainy’s state that she nearly collided straight with Lena.

Something hot seared her chest, and she had to fight the sudden urge to grab her. Instead, Nia bared her teeth.

“What happened?” J’onn asked, already making his way to the cell wall, trying to link to Brainy’s mind.

Nia was a step ahead. Her fingers were electric with dream energy as she stared Lena down. “What did you _do?_ ”

Lena didn’t speak. Her eyes were wide, shocked things, and her mouth worked uselessly, unable to give them an answer.

But Nia didn’t have time to wait for one. Instead, with a vicious sneer, she turned from Lena, joining J’onn by the cell. Something he was doing must have been working, because Brainy wasn’t gripping his head quite so hard.

“Brainy,” Nia said, hoping he might be able to hear her. “We’re here, okay? You’re going to be alright.”

She ached to be on the other side of the cell, so that she could sit on the bed with him, comfort him in any way she could. Even still, the episode he was having didn’t strike her as the type that meant he would react positively to another’s touch. But not even having the opportunity to _try_ made her feel so useless.

Then, J’onn reached his hand to her.

Nia realised what he was asking of her. Wordlessly, she grabbed his hand, forcing her dream powers through the both of them, enhancing J’onn’s psychic connection enough that he might break through to whatever Brainy was experiencing.

Nia didn’t see anything this time, only felt as residual emotional manipulation from J’onn’s powers began to bleed into her mind. She felt calmer, suddenly, and her chest unlocked all at once, forcing her to breathe out.

At the same time, Brainy’s shoulders relaxed, and he slowly began to untangle his hands from his hair.

He lifted his head, and Nia’s heart sank at the state of him. He was pale aside from feverish splotches along his cheeks and nose, and his dark eyes were swollen and red-rimmed. He sniffed, running the heel of his hand over his cheeks, chasing away loose tears.

“I’m sorry,” he murmured. “I – I didn’t think he would, that he _could-”_ Brainy ducked his head again, folding his arms tightly across his chest. “What did I do?”

“Nothing,” Nia said hastily. “Brainy, you didn’t do anything. Brainiac didn’t get out, alright?” Nia hoped she sounded more confident than she felt. Even now, she could see the ghostly image of her vision overlap with the exhausted and frail Brainy that sat before her, so much so that for a moment, she didn’t trust that the eyes that looked at her would be Brainy’s at all.

But they were. And they were so, so afraid.

“Lena,” Brainy said suddenly. He tried to stand, only to stop himself, closing his eyes as vertigo swept over him. “Where- where’s Lena?”

Nia turned around, but she wasn’t surprised to find the hallway behind her empty.

And, as spiteful as she wanted to be, she couldn’t ignore the way Brainy’s eyes so desperately searched for her. So instead, Nia sighed. “She’s gone, Brainy,” she said. “But she’s okay.”

“What happened?” J’onn asked. “Did something occur to trigger this episode?”

Brainy blinked experimentally, his gaze moving over to J’onn cautiously. “I don’t- I don’t remember.”

Whether J’onn was dubious about Brainy’s response, he didn’t say, though Nia was pretty certain Brainy wasn’t giving up the full truth. No, the haunted look in his expression made it pretty clear that he remembered something.

But she wasn’t going to fight him over it, not when he was this freaked out. 

“Do you need anything?” she asked instead.

Brainy looked at her weakly. He didn’t have to say a word for her to know what that look meant. She nodded, sinking down onto her knees so she could get comfy on the floor. A moment later, she felt J’onn join her at her side.

“We’re not going anywhere,” Nia said. “Not unless you want us to.”

Brainy managed an exhausted smile. “Thank you.”

* * *

Lena’s mind was buzzing.

Her idea had slowly begun to mature since she’d left the cells behind, and was now developed enough that she could give it appropriate consideration.

More than that, even. Because, if this worked, if she could _make_ it work…

Then, this could be it.

This could _stop_ Brainiac.

Lena was so intensely set on her task that she didn’t even realise she was on a collision course with a lab tech until she’d knocked rather forcefully into her shoulder. Lena startled at the impact, turning to apologise.

But the tech didn’t give her a chance. Instead, she continued onward, apparently on a mission all of her own.

Lena frowned. It appeared she wasn’t the only person within the DEO working to prepare for Brainiac’s arrival. Although, she assumed that the countermeasures being put in place within the facility were more to target his actual ship and not the entity that was Brainiac himself.

Lena quickened her pace, turning sharply into Brainy’s lab. When she was there, she picked up the comm Alex had left her, not that she thought Alex had expected she would use it.

“Alex?” Lena asked once she was sure she had the correct frequency.

A moment later, the line crackled to life. “Lena?” Alex sounded, predictably, surprised.

Lena’s lips curled. “I think I know how we can stop Brainiac,” she said. “But first, I need you to gather everyone that you trust and ask that they meet me in Brainy’s lab.”

“Lena,” Alex said warily. “Are you sure about this?”

Lena stifled the urge to laugh. Perhaps at any other time, she may have been frustrated by Alex’s dubiousness, but she was much too caught up in her own plan to care.

Because this was _it._ It had to be.

“When am I ever uncertain of anything?” Lena asked drily. “Give me ten minutes.”

* * *

The power that Brainy’s doppelgangers had instilled in him was beginning to wane, he could feel it. The headache was returning with a vengeance, coupled with an unparalleled discomfort twisting and writhing beneath his skin.

He felt sick knowing what was happening under the surface, and yet he was powerless to stop it. Brainiac could not be easily deterred, and even with Nia and J’onn’s presence here, the energy they’d each expended to pull Brainiac’s lull back, it still wasn’t enough to rid of that insistent voice in his mind.

Wouldn’t it just be easier to _give in?_

It had been so easy to ignore at first, but now it was as though his ancestors were enhancing Brainiac’s thrall. Their ever-present whispers seemed to carry Brainiac’s voice like a vessel pushing forward on a strong and frantic ocean, desperate to breach land.

And when it arrived…

Brainy shuddered, straightening his back against the glass.

He wasn’t sure how long he had been sat on the floor, knees arched firmly against his chest; enough time to make this position cause all kinds of lumbar distress, he supposed. Still, it was no worse than the other pains that continued to pervade his body with every new moment that passed.

He did not want to move. Without seeing, he knew that Nia was sat behind him, her back pressed against his, that small impenetrable field the only thing separating them from one another. Brainy wanted to believe he could feel her, but his senses were all over the place. His enhancements were not operating to a desired level of functionality, and yet at the same time they did not feel broken. Just… dormant.

They were converting to meet Brainiac’s needs, he knew. Just like every part of his body, every internal system, they were resonating to a new master. One that would be here very, _very_ soon.

_Just give in._

“No.”

“Brainy?” Nia asked in concern.

Brainy cursed himself, closing his eyes. “It’s nothing,” he muttered. “Just… there’s a lot of noise right now.”

“Do you want us to do anything for you?” J’onn asked seriously.

Brainy nearly laughed at that. All he wanted to do was _laugh._ “No,” he said, ducking his head against his knees, taking refuge in the dark. “It wouldn’t do anything. Blocking Brainiac from my main thought tracks is… is enough.”

He still felt the echoes of the pain that had taken hold of him when Lena had been there. It had come on so suddenly, as though Brainiac had finally found a way in. Perhaps it had been his disrupted emotional state that had pushed him over the edge.

Brainy’s mind dulled. He supposed that Lena was certainly the person to do it.

But… he did not blame her for it. Yes, since he had learned of her true plans for the Q-waves, he had been appalled. Such behaviour was obscene and reminded him none too gently of Brainiac’s own bid for control and order. But, Lena’s plan had never come to fruition, and Brainy hoped that with time, she would come to understand her wrongdoings.

He thought, perhaps, she may have understood something of what he had told her, even if it _was_ Brainiac’s mindset that had pushed him to say it. Still, maybe it had worked in her favour. Maybe there was still time to bring Lena back from the darkness she was slowly enveloping herself in.

But there would be no time at all if he continued to allow Brainiac access to his emotional state. He _needed_ to push back, but he didn’t want Nia and J’onn inside his mind again, not as intimately as before.

Remembering how it had felt to lose them, for his fingers to slip through Nia’s as though she had never been there at all. The fear that had made him feel both empty and nauseous, knocking the air out of his lungs.

He couldn’t _do_ it. Not again.

“Nia, J’onn?”

Brainy lifted his head at the sound of Alex’s voice, carrying a little way down the hall. He turned, fighting the sudden shift in light levels, and found her watching the three of them with sad, exhausted eyes.

Brainy stiffened at the thought. He wasn’t the only one who hadn’t had a moment’s rest since this had begun. Although, at least Alex didn’t have to contend with an evil bloodline trying to swallow her whole.

Brainy flexed his fingers, feeling the ache in each digit, the clicking and disjointed sensations beneath his skin.

He was still _himself._ So long as he had his mind, no amount of physical changes could dampen that fact. He could hold onto that for now.

_But for how much longer?_

Alex was talking, he realised, though he hadn’t been listening. Between his own thoughts and those of his ancestors hissing through the cracks, it was impossible to remain focused on anything else. Still, with as much energy as he could muster, he pushed back, feeling an ache form behind his eyes for his efforts. At the very least, he was granted some semblance of peace. If only for a short period of time.

“Brainy?”

Brainy forced himself to look at Alex properly, realising rather belatedly that she was waiting on an answer for a question he had never heard.

“I’m sorry,” he murmured, unable to dredge anything more out of his mouth. What more could he _say?_ Alex was well aware of the conversion process, albeit she didn’t know some of the more… graphic details. Perhaps that was for the best.

Alex’s eyes softened with sympathy. Brainy hated that look. “I said, will you be okay here on your own?”

Brainy’s chest tightened. He turned to find Nia still sat behind him, although she’d shifted to her side, her shoulder pressed against the glass. She caught his eyes, smiling gently.

Was it selfish that he didn’t want to be alone? At least, in a physical sense. Indeed, the constant cacophony in his head was the reason he _didn’t_ want to be left alone. His doppelgangers could only do so much, and though he still felt their warmth pulsing through him, it felt somewhat distant since his emotional outburst.

When Brainy didn’t answer, Alex cleared her throat. “Lena called a meeting,” she said, in a voice that very much suggested she was repeating herself. Had he really heard nothing she had said since she entered?

A slither of ice settled in his stomach. _Losing time, losing memories, losing… **losing…**_

**_Lost._ **

“She thinks she has a way of stopping Brainiac.”

Brainy’s head jerked up at that. “ ** _How?_** _”_

Everyone froze, including Brainy. That voice. That… that was _not_ his voice.

Although, he considered, it _was_ his voice. Unmodulated. Raw. But also filled with something that was most certainly not him at all. Something cold and cruel, something fierce and relentless.

Something that wanted to _know._

Brainy shook his head, scooting away from the wall. “I- I’m sorry, that wasn’t-”

“It’s okay,” Alex said smoothly. “If what Lena has is concrete, maybe we can stop this from going any further.”

Brainy’s heart thundered in his head, the voices picking up their pace, knocking harshly against the mental dams he was projecting. “Go,” he said softly. “Please.”

Alex nodded. She gestured for J’onn and Nia to follow.

Nia stood awkwardly, holding steady while J’onn went up ahead. J’onn nodded towards Brainy as he left, and Brainy lowered his head, biting the inside of his cheek. Despite everything J’onn had witnessed, he still remained so steadfast, so certain that Brainy would come through this in one piece. Brainy appreciated it, even if he knew that it was ultimately a pointless sentiment. Even now, he knew he was beginning to crumble.

He could feel Nia’s eyes on him. When he lifted his head, he found she was watching him, her brow creased with worry.

“Are you sure you’ll be okay?” she asked.

The urge to laugh grew stronger still. Instead, Brainy blinked away the sudden stinging in his eyes, joining his hands together. “I will persevere,” he said, straightening as much as he could.

Nia smiled, though he knew it was pained. He didn’t want to cause her such hurt, it was the _last_ thing he wanted to do, but since taking off his inhibitors, they had promised to be honest with each other. To be _open._

Of course, neither of them had anticipated Brainiac’s entanglement within their lives. Brainy could do nothing to lift that weight from her, he was already carrying far too much of that burden on his own.

But, when he looked into Nia’s eyes, endlessly patient, endlessly caring, he knew that he was not alone. And, even with the discomfort that beat through his tainted blood, the twinges and sharp jolts of pain that signified his enhancements were beginning to turn against him, he was able to smile.

He would be there for her in any way he could. Even if, for now, it could only be in the strength that his Legion ring represented.

“I’ll see you soon, Wildcat,” Nia murmured. She pressed her hand against the glass.

Immediately, Brainy lifted his own arm. He hid the grimace that crossed his lips as new fire spread down from his shoulder, instead focusing on Nia’s hand, so close to his that he thought he might be able to imagine the warmth of her touch.

It was a fleeting moment, but enough that, when he pulled away, he felt a little stronger for it.

As Brainy watched them go, he stood, backing away so that he could collapse heavily onto his bed.

 _Lost,_ that same, distant part of his mind whispered.

“Not yet,” Brainy muttered back. “Not _yet._ ”

* * *

Kara had to admit, Lena’s device was like a gift from Rao.

Even with everything she’d learned about the cubes’ perception altering abilities, it still would have done no good to her when the third cube in question was shoved inside a lead-lined mailbox just outside the largest bank in the city.

She should have _known,_ but she’d been so focused on breaking through the filter, she hadn’t considered that Brainy might have put the cube somewhere even a Krpytonian would be unable to see.

It did make the sense of unease in her stomach grow a little more prominent. Up until now, no one had known exactly whether Brainiac knew of Supergirl or Superman. The fact he’d accounted for the use of x-ray vision gave them their answer.

Which meant that, if he’d known that _before_ the cubes had even been placed, he’d been rooting around in Brainy’s memories for far longer than any of them had wanted to consider.

How much did Brainiac know about National City already? How much of Brainy’s retained memory did he have access to? The Legion Archive? The Alien Registry? The _entire history_ of the DEO?

Brainy knew all of it, because of _course_ he did. He was incredibly thorough, learning every aspect of any job he put himself into. If Lena was right, if these cubes were linked to Brainy, if Brainiac was being fed knowledge this _whole time,_ then even with the third of four cubes in her hand, would it be enough to even _slightly_ slow him down?

Kara’s hand tightened around the cube as she flew high above the city, finding the metal surprisingly stiff against her fingers. Brainy had said the cubes didn’t originate from Colu, but techno-organic matter existed in a multitude of galaxies. Maybe not quite to the sophistication that the Coluans could refine such metals, but even in a rawer state, this stuff was formidable.

And the longer Kara held it for, the more she started to think she could feel something inside, almost like a pulse thrumming away against her palm. One that beat alongside her own, mimicking, _mocking…_

“Kara?”

“Alex,” Kara said, fingers gripping firmer against the cube. “That was pretty good timing, I’m just heading back to the DEO now. I found another cube.”

“That’s great.”

“Okay,” Kara said slowly. “So, can you tell me why your voice doesn’t sound like it’s great at all?”

Alex cleared her throat. “It’s not that- it’s just, we need you in Brainy’s lab. Lena’s calling a meeting. She thinks she can stop Brainiac.”

Kara nearly stalled in the sky. “ _What?_ ”

“She hasn’t told us anything yet,” Alex said grimly. “I don’t know… but, we’re running out of time. We don’t know if stopping the cubes will be enough to slow Brainiac down, but this – _whatever it is –_ might. So, please. Get over here?”

Kara’s chest was alive with a mixture of emotions, so much so that she wasn’t even sure how to feel. As much as she was relieved that Lena may have found a way to stop Brainiac, she also couldn’t keep a worried knot from twisting deep inside her stomach. The cube in her hand seemed to pulse harder in response, reminding her once more of how deeply Brainy was tied into all of this.

If Lena could stop Brainiac, did that mean she could also save Brainy?

Kara hated that she even had to think it. Those two things _should_ be one in the same, and for anyone else, she would have never doubted that one resolution would solve them both. And yet, as much as Kara wanted to believe in Lena, _always_ wanted to believe in Lena, she was afraid.

But, she couldn’t afford to be. Instead, Kara gritted her teeth, pushing her arms ahead of her to double her speed. “Of course,” she said. “I’m on my way.”

* * *

Nia hated leaving Brainy down there. The longer she was away from him, the more her vision toyed with her, flashing bright inside her mind.

Of Brainy, sat on the bed. Brainy, screaming as fresh black blood drenched every inch of his skin. Skin that was pale and sickly, that squirmed as though there was something living slithering beneath the surface, pushing for freedom.

She felt ill, but she couldn’t make them _stop._

She knew why. She didn’t want to think it, but she knew.

They were running out of time. Whatever was happening to Brainy… the conversion Brainiac had initiated…

It was nearly complete.

Nia was knocked rather forcibly from her vision when the door flung open and Kara walked inside. Alex and J’onn had been talking amongst themselves, but everyone turned her way when she slammed a third cube next to the two sat on Brainy’s workbench.

“One to go,” Kara said grimly, pursing her lips. She glanced to Lena. “Although, Alex tells me you have another idea?”

The tension in the room was nearly palpable. Even with Nia’s head not totally in the game, she was able to sense it, like the air had dropped twenty degrees, encasing them in an icy chill. Lena’s pale eyes watched Kara mutely, a small quirk of distaste on her lips.

Kara, however, ignored it. Her back was straight, her expression resolute. She was in full-on Supergirl mode; nothing was about to deter her.

Nia couldn’t help but smile. Right now, everyone in the room needed a bit of that energy. And, as she thought it, she realised Kara’s mood was somewhat infectious. Alex already looked a little more confident, and J’onn smiled, folding his arms.

Nia straightened, forcing herself upright. She couldn’t afford to let her powers get the better of her. She needed to find her balance now more than ever.

Slowly, the ghostly after-images of Brainy’s cell began to dull in her mind. With it, she drew in a breath, waiting for Lena to speak.

“Now we’re all here,” Lena said, ignoring Kara’s question completely, “we can begin.”

“With what, exactly?” Alex asked.

Lena smiled, gesturing to the screen she’d been contemplating at her back. “Maybe it’s best if I show you.” She turned towards it, typing something into the keyboard.

The image that appeared on the screen when Lena drew away made Nia’s stomach clench.

It was Brainy. Sat in his cell, tucked against the wall on his bed, hauntingly similar to her own visions. When Lena clicked the mouse and the image began to move, Nia realised exactly what it was she was looking at.

“This is security footage from Brainy’s cell,” Alex said slowly, speaking Nia’s thoughts out loud.

“Yeah,” Nia said. When her voice barely made it out of her mouth, she cleared her throat, swallowing. “Why are you showing us this?”

The footage didn’t look very old. Brainy looked close to the state he’d been in just after she and J’onn had jumped into his mind. He still had stains on his face from the black blood, and there was a tissue tightly clenched between his fingers.

His lips were moving, words Nia couldn’t quite make out. She knew these cameras had sound, but something told her Lena had the footage muted for more than one reason.

Because this had been captured, _had to have been_ captured, just moments before Lena had gone down there.

That same heat as before furled tight in Nia’s chest, burning her nerves. She gritted her teeth, raising her chin. “Actually,” she said, hearing the dangerous crackle in her own voice. “Why are you showing us _this_ part?”

Lena diverted her gaze, avoiding Nia’s accusatory stare. Instead, she looked in Kara and Alex’s direction. “I noticed that Brainy was talking to himself,” she explained, “and I raised it with him. Turns out, his doppelgangers are capable of singular thought within their casings, enough that they are even able to assist the main host – Brainy – when he’s distressed.”

The footage skipped over slightly, and the next thing Nia knew, she was met with the sight that had been haunting her since she’d run into the cells alongside J’onn.

Brainy crumpled in on the bed, hands gripping tightly into his hair. The footage didn’t show the outside of the cells, didn’t give a wide enough vantage to reveal the other occupants, but Nia knew.

“Watch,” Lena said frankly. “Do you see the way his projectors brighten in this moment? How Brainy begins to calm shortly afterward?”

Nia’s arms tightened around herself. Brainy had told her plenty about his connection to his doppelgangers, how sacred that bond was. They were a part of him, they _were_ him, and she knew that from time to time, he’d speak with them. Sometimes as visible projections, other times not so much. Either way, she knew he drew stability from them, and she was glad. After everything he’d been through with his inhibitors, she felt comforted by the knowledge that he had other Coluans to talk to, even if they _were_ alternate versions of himself.

But, seeing this footage, knowing that Lena had been watching these tapes, _studying_ them even. It sent a chill up her spine.

“Are you gonna share with the room what happened to _make_ him react like that in the first place?”

The question was out of Nia’s mouth before she could stop herself. She’d wanted to lay low, hear Lena out. But, she couldn’t just stand there and watch Brainy suffering on the screen _knowing_ the cause while Alex and Kara stood there in bafflement.

Lena’s eyes narrowed. “I admit I was blunt with him,” she said, “and I will apologise to him for that. But, I think Brainy will appreciate that although unintentional, it did allow for a breakthrough in its own right.” Lena shrugged. “Think of _Fleming._ ”

“Are you comparing Brainy to a petri dish?” Alex asked drily.

Lena’s expression tightened. “Can we please focus?”

Nia smirked, catching Alex’s eye in her periphery.

Kara and J’onn stood with identical furrows to their brow, watching Lena curiously.

Lena straightened a little, pushing herself forward. “As I was _saying,_ Brainy’s projectors are capable of housing fully sentient consciousnesses within their small dimensions. Both of his other selves, actualised minds in their own right, essentially sharing the same body.” Her mouth stiffened. “They can also be removed.”

“Where are you going with this?” Alex asked lowly.

Lena raised her chin. “I hypothesise that if we can create a synthetic life projector, something capable of housing an AI consciousness, we should be able to move Brainiac from Brainy’s mind and into that, fully separating them once and for all.”

Silence descended over the room.

Alex shook her head. “Wait, wait. So, you want to _evict_ Brainiac?”

Lena shrugged. “In a manner of speaking, yes.”

“I- I don’t even know what to say.” Alex laughed tonelessly. “No, I do, _how?_ ”

“I am curious as well,” J’onn said, expression serious. “Lena, Brainiac’s consciousness is incredibly powerful. Brainy’s connection to his alternate selves is held in balance, they trust and understand one another. Brainiac is a separate entity, forcing him out could cause any number of complications.”

“I know,” Lena admitted, “and I can’t say that this is without risk, but Brainy told me that his cores are like psychic energy. In that case, Brainiac would run on the same frequency. Psychic energy can be interfered with, right?”

“It can,” J’onn said slowly. “But running interference would not work. Nia and I already tried that, and Brainiac pushed us out with ease.”

Nia’s arms tightened around herself at the memory, the loss of Brainy’s hand in hers as Brainiac had removed them from his mind, like being rushed off her feet.

“Then we need something stronger,” Lena insisted. “A weapon, maybe. The life projectors are filled with energy, but they are also techno-organic entities, just like Brainy.” She snapped her fingers, gesturing towards the group. “What is Brainy weak to?”

Nia fought the urge to shrink in on herself. As she glanced about the room, she realised she wasn’t the only one. Everyone looked uncomfortable by the question.

Was Lena really suggesting they use Brainy’s own form of Kryptonite against him?

When no one answered, Lena’s expression hardened. “Do you want to save him or not?”

Nia gritted her teeth. She was so, _so_ tempted to bite out something snide in response, but she couldn’t. Brainy was counting on them all. He was down there alone, bleeding black and being torn up from the inside out and if they didn’t find a way to stop Brainiac in the next twenty-four hours… _everything_ would be over.

So, with a deep breath, she raised her head. “Electricity.”

She suddenly felt four pairs of eyes on her. She ignored all of them but Lena’s, shrugging. “Electricity,” she repeated. “Just- not a normal current, exactly. There was this alien we fought a while back who had these crazy electricity manipulation powers, it could fry a Coluan’s implants like they were nothing.”

Lena blinked, smirking. “Yes, _yes._ It’s so simple- so…” She shook her head, speaking it over with herself slowly: “A charge powerful enough to affect Brainy’s implants directly would jar him, maybe even enough to loosen Brainiac’s connection from his neural networks. If we could somehow input an electric pulse that could _also_ travel on a psychic level…”

At the word _psychic,_ she looked up to J’onn hopefully.

J’onn grimaced. “My powers are merely telepathic, I can only transport my mind, not things that exist on a physical level such as electricity,” he explained. “I’m sorry, Lena, I can’t help with this.”

“But I can.”

For half a second, Nia hadn’t even realised she’d said the words out loud. Not until Lena glanced at her, an unsettling fascination in her pale eyes.

Nia bit the inside of her cheek. “I can create electric currents,” she explained. To demonstrate, she lifted her hand, allowing a flicker of her dream energy to dance between her fingers, a gentle kiss of static that sparked brightly before she clenched her hand, extinguishing it. 

Lena nodded her approval. “Alright, we can work with that. Nia, can you-”

“On one condition.”

Lena faltered. “Which is?”

“Whatever we do,” Nia said slowly, “you give me your _word_ it won’t endanger Brainy’s life.”

Lena’s expression hardened. “I’m looking to save him, not hurt him.”

“Yeah,” Nia said tightly. “You also said it wasn’t without risk.”

“It- it _isn’t._ ”

“Then why? What is making this so dangerous?” Nia snorted, gesturing about the room. “Lena, you _need_ to start being honest with us.”

Lena’s face was close-to bewildered. Her lips pressed tightly together, unwilling to speak.

Nia tried to hide the satisfaction that look gave her. Instead, she gritted her teeth, shrugging. “Y’know what? I get it. We lied to you and so you lied right back _._ And yes, it _sucks_ that this happened, but we’re not kids on a playground and I’m sick of it being treated that way. This is _literally_ life or death, and despite that you’re still holding back on us. But for _what?_ This isn’t a game or some kind of power play, so just suck it up and tell us the _truth._ ”

Alex looked as though she desperately wanted to high five Nia. She smirked instead, folding her arms.

“I…” Lena stammered. Her eyes regarded Nia for a long moment, completely flummoxed. When Nia's held her gaze just as firmly, Lena nodded, clenching her jaw. “Fine,” she said lowly. “You want to know the risk? Then, here it is.” She drew in a sharp breath. “Brainy told me that right now, Brainiac’s consciousness isn’t identical to his doppelgangers’; at the moment he still shares a dual connection with his ship and Brainy. For this to work, we need to wait for Brainiac to take Brainy whole.”

Nia’s stomach sank. “You mean…?”

“Yes,” Lena said grimly. “Before we can stop Brainiac, he needs to convert Brainy totally.”

* * *

As Lena had suspected, her words caused an immediate uproar.

“No, no _way,_ are you kidding me?” Alex exclaimed.

“There has to be another way,” Kara insisted.

“We can’t let Brainy go _through_ that,” Nia said sharply.

Lena stared at each of her once-friends pragmatically, narrowing her eyes. “It’s all we _can_ do,” she said, loud enough to speak over them without quite shouting. “It’s either that or-”

“Or _what?_ ” Alex demanded.

“What about the cubes?” Kara asked, gesturing towards Brainy’s workbench. “If I can find the last one, then-”

“He’s already gained enough information from them to know exactly what he needs to bring this city, this _planet_ to its knees,” Lena said coldly. “I was right. The cubes _are_ connected to Brainy’s mind, which means everything he knows, Brainiac knows or at least, he _will_ know, very soon. We can still stop that connection with all four of them together, we still _need_ to if we want to sever Brainiac’s connection to Brainy, but the only way to do it successfully is by separating them both physically _and_ mentally.”

“So what?” Alex asked. “We have to let Brainiac take over Brainy? Just like that?”

“We're out of time and out of options!” Lena snapped. “If we don’t start working on this immediately, we will have _no_ plan to stop Brainiac.” She pointed to the door with a mirthless smile. “Unless your hard at work lab techs have a way of stopping a twelfth level intellect stashed in their coat?”

Alex’s expression grew very still. She straightened, jaw tightening. “No,” she said lowly. “But we have satellites-”

Lena laughed harshly. “That can _detect,_ but can they defend, can they _fight?_ ”

“No.”

“Then we’re out of time,” Lena repeated tonelessly. “We have to speak with Brainy.”

“Not yet,” Nia said. Her voice sounded choked, as though she could barely breathe. Lena watched her carefully. “Ever since what you _said,_ ” Nia said, her voice strengthening, “Brainy’s not been able to stop Brainiac from listening in. If we tell him our plan, Brainiac will hear it as well.”

“Nia’s right,” J’onn said carefully. Lena raised her head at that, he’d been very quiet this entire conversation. Now she was looking at him, she realised there was a reason for that. There was a hardness behind his eyes, a strength and anger that was rather difficult to look at. But, Lena refused to look away. “If you want this to work,” J’onn continued, “you have to let us help Brainy build a strong enough psychic barrier to allow this information to be spoken safely. Even then, it would be beneficial if we didn’t tell him exactly what our plans were, only what he needs to understand.”

Lena nodded stiffly. “Fine,” she said.

“What _did_ you say to him?” Alex asked suddenly. Her voice wasn’t quite as harsh as it had been, now she just sounded tired.

Lena’s lips thinned. They were all tired, but she suspected Alex had more of a right to be than anyone else. Still, she didn’t have the time nor energy to waste explaining yet another reason for Alex Danvers to hate her.

So instead, she sighed. “You have the tapes,” she said. “See for yourself.”

There was nothing else for her to say and, quite frankly, if she had time to kill, she didn’t want to do it surrounded by the dubious stares of her once-friends. And so, with that, Lena walked out of the room.

* * *

After Lena’s rather dramatic exit, no one seemed to know what to do.

Well, that wasn’t quite true. They all knew exactly what needed to be done, just, none of them wanted to do it.

Alex couldn’t help but look towards Nia. She’d been so fierce against Lena, but the energy she’d held within her was beginning to wane. She’d sagged against the workbench the second Lena had left the room, her hands clenching against it in short pulses. Kara had an arm on Nia’s back, rubbing soft circles as she struggled to get a hold of her breathing.

Finally, Nia lifted her head. “I’ll head down to the cells,” she muttered.

“As will I,” J’onn said. He offered Nia a kind smile which she struggled to return.

Alex’s heart went out for her. To do what she was doing, holding Brainy up, partnering with him even in such dire circumstances, she could only imagine what it felt like. If Kelly had been put in a position like that, she didn’t think she’d have been able to cope.

“We’ll figure this out, Nia,” Alex said. “We won’t lose him.”

Nia didn’t answer, only nodded her head as she headed out the door with J’onn.

Which just left Kara and Alex to stand rather awkwardly, eyeing the computer that Lena had purposely left running.

Pursing her lips, Alex took a step forward.

“Alex,” Kara said warningly. “What are you doing?”

Alex’s hands clenched. She spun to her sister exhaustedly. “What do you _think_ I’m doing, Kara?”

Kara’s brow furrowed in that classic _heroically disappointed_ look. In full costume, it just made the expression that much more intense.

“Oh come on,” Alex said, gesturing towards the screen. “She practically invited us to watch it! You’re really gonna turn that down?”

Kara chewed her lip. She placed her hands on her hips, huffing out a breath. “I mean- does it _really_ matter what she said?”

Alex stared her down.

“Okay, fine, you’re right. It does. But-” Kara winced, rubbing her face. “ _Gah,_ I just hate this.”

“You can leave,” Alex said innocently. “If you hate it _that_ much. But I’m playing them.”

Kara didn’t move. Her expression was torn.

“Well?”

Kara groaned, stepping forward. “Fine, _fine,_ just- whatever Lena says on those tapes, we can’t let it distract us, or-or make this partnership any more fragile than it already is.”

“Agreed,” Alex said, scrolling back the timestamp. “But when this is all over. We are having _words._ ”

* * *

Kara’s heart remained in her throat throughout the entire recording. Of Lena pushing Brainy over the edge, Brainy snapping at her about her plans for the Q-Waves. Lena doing nothing to deny his accusation.

_I didn’t want to control anyone._

But, she had used Myriad. Used it with the intent to mould people’s thinking to hers. She’d called the project _Non Nocere,_ and Kara hadn’t thought much of it at the time, but had that been Lena’s plan? To stop the whole _world_ from harming one another?

“I knew it,” Alex muttered. “She wanted to control people’s _minds._ ”

Kara shook her head helplessly. She couldn’t say anything against Alex, couldn’t think of anything that might redeem Lena. Her conviction had been clear from the start, and although Kara could see how Lena had reached that path, she couldn’t agree with it.

“Oh, Lena,” she breathed, closing her eyes.

“Mind control,” Alex said again, snorting humourlessly. “To make the world a better place, huh? A perfect order, even?” She nudged Kara’s arm. “Remind you of anyone?”

Kara’s stomach twisted with apprehension. Brainy had said it himself. Lena’s way of thinking was dangerously close to his own ancestor’s. Kara didn’t believe for a moment that Lena intended to be anything like Brainiac, but she also couldn’t deny the facts laid out in front of her.

“I need to talk to her,” Kara said, turning away.

“Kara,” Alex called out to her.

Kara didn’t stop. “Just- give me five minutes,” she said quickly. “I’ll be back.”

* * *

Kara found Lena out on the DEO’s balcony. It had one of the best views where buildings were concerned, and Kara knew why Lena had gravitated towards it. When you needed somewhere to think privately, there was nowhere better to go.

Lena’s hands were clenched over the balcony’s edge, clasped so tightly together that her skin looked very nearly translucent.

Kara cleared her throat awkwardly, holding her own hands behind her back. “Lena-?”

“You watched the tapes.” There was resignation in Lena’s voice.

“Yeah. Alex, too.”

Lena snorted.

Kara sighed. “Lena- I want to understand.”

“What, exactly?”

Kara shrugged. “I- I don’t know. I know that you were hurting, that you felt like you’d been betrayed by everyone. But- but to use Myriad like that, and Ma'alefa'ak, to enhance the Q-Waves so that you could what? Make people better?”

“It was a project that never came to light,” Lena said stiffly.

“And that’s all you have to say?” Kara asked.

When Lena remained quiet, Kara sighed, gritting her teeth. “Lena, I wanted to trust that you had good intentions, of _course_ I did, and I still do, but I wouldn’t be a friend to you if I didn’t tell you that what you did- what you were _planning_ to do, was wrong.”

Lena bared her teeth into a bitter smile. She unfurled her hands from one another, clenching them tightly against the balcony. She weighed herself there for a moment before pushing away, turning to face Kara. The look in her eyes was practically poisonous.

“And who are you to tell me that, hm?” Lena asked. “Supergirl, all high and mighty, flying miles above the likes of the lesser man. Because _you_ know what’s best. No one else possibly could!” She jerked her hand out at the city. “You have super hearing, right? So, you _know_ how bad it is out there for so many people. The pain they’re in. I didn’t do this out of the selfish desire to stop my own pain, _no,_ because that comes in abundance no matter how hard I try. I did this to _save_ people. Maybe I can’t do it in a cape and nano-suit, but this project was meant to help people. Take away their hurt, their pain and their rage. Make them _happy._ Without that festering in their hearts, there would be no more need for violence.”

“Lena,” Kara said levelly. “No one is meant to be edited like that, _certainly_ not without their consent. You can’t get the planet’s permission to have their emotions changed.” Kara lowered her voice. “Brainy told you about his dad, didn’t he? About what he did to him?”

Lena’s eyes were wide and glistening, but she nodded carefully.

Kara’s lips quirked sadly. “Brainy’s inhibitors were put on him against his will, and worse yet, he was made to believe that they made him _better._ But, they didn’t. Maybe his father did it out of fear, maybe love or maybe even both, but no matter the reason, it didn’t make it right.” Kara shook her head, taking a tentative step forward. “Lena, no one is better off having a part of themselves restricted because someone out there with a god complex thinks they’d be better without certain aspects of themselves.”

“God complex,” Lena said slowly, eyes glinting. Her lips twisted. “That’s rich, coming from you.”

Kara fought back the urge to recoil. “I never pretended to be a god, I-” She stuttered suddenly, closing her eyes. “People _chose_ to think of me like that and they got hurt for it. I don’t want to pretend to be some deity, and I’d never use what people think of me to force them into being something they’re not. You have to allow people to make mistakes, to give them the opportunity to learn.”

Lena stared at her unflinchingly, although Kara thought there was a softness in her expression that hadn’t been there before. A weakness developing in the armour she’d built herself. “And if they don’t?” she asked quietly.

Kara nearly smiled. “Then they _don’t._ ” She looked at her plainly. “Lena, as much as I can understand why you would think this would make the world better, it’s not ethical, and I think you know that. Because you’d be taking people’s free will from them. Is that really what you want?”

Kara wasn’t sure what Lena was thinking, whether she’d reached through to her in any way. She’d used to feel so _certain_ when she spoke to Lena. What would make her laugh, what would intrigue her. But, if nothing else, she knew that Lena would always listen to what she had to say – good or bad. Now, though? Kara had no idea. And she tried to hide how much that hurt her.

She wasn’t surprised when Lena swallowed, biting the inside of her cheek. “We have far more pressing matters to attend to now than your clearly slanted impressions of my morality,” she said brusquely, righting her jacket along her shoulders.

Kara smiled weakly. “That’s true,” she admitted, shrugging. “So, don’t tell me just yet. Think about what Brainy told you, and come to a decision on your own.” She took a step backwards, folding her arms. “And, maybe when you have, you’ll have an answer for me.”


	11. Chapter 11

**Notes for the Chapter:**

> I had considered chopping this into two chapters, but then I didn't. So, please enjoy the next 17,000 words at your leisure. 
> 
> Thank you to everyone who has continued to follow this story, your support and kind words mean the world to me! <3

When Nia and J’onn returned from their meeting with Lena, Brainy suspected the news had been in no one’s favour.

Being told he would need to reinforce his mental barriers all over again was not entirely something he had been unprepared for. Still, knowing he would need to return to that place, allow J’onn and Nia’s entrance there… it was somewhat _difficult_ to accept.

Since they had been gone, the voices had grown louder still, insistent in their warped and callous tones. He wanted to curl in on himself, blot the noise out in any way he could, but there was no escape. So long as Brainiac’s code remained inside of him, he could do nothing to stop the inevitable.

He still felt his doppelgangers’ presence, but without that added kick Nia and J’onn’s shared energy had provided, Brainy had nothing to fight against the conversion process. His head was beginning to ache fiercer than before, enough that his mind felt heavy and clouded. He was barely able to focus on the outside world, so-much-so that he was surprised when he found Nia and J’onn already preparing themselves for their next jump into his mind some perceived seconds from their initial entrance.

He tried to hide it, but Nia’s worry was practically a physical force – if nothing else, it was one thing he was completely unable to ignore. He wanted to reassure her, but his throat was tight with pain, making such an inclination rather difficult to perform. Instead, he tried to push aside the aches and twinges in his joints that sharpened every time he moved, slicing in like knives. He sat down with them, begrudgingly allowing his friends access once more inside his mind.

Brainy tried to control J’onn and Nia’s movements within his subconscious as much as he was able, keeping them closely guarded by his fortifications, ensuring they did not wander any further than what was completely necessary. He used the excuse that to tread away from the path he had given would be dangerous territory, the probability of Brainiac’s influence strengthening by some fifty-two per cent.

The truth of the matter was that he didn’t _want_ them to see any further. If they knew how little he was holding himself together, the darkness that was already beginning to taint his mind, warping his thoughts to cruel and intrusive sensations, desires he had never once felt in his life…

And still, the laughter in his throat grew all the more powerful, begging to be released. Brainiac’s amusement, teasing the edges of his subconscious, daring him to pitch down, joining him in the dark.

But Brainy knew that what Lena had to say was important – and if there was even a modicum of a chance that she had a way of stopping this, _defeating_ Prime, then he would do whatever it took to make it a reality.

He had only been allowed to see what Brainiac was giving him access to; ever since he had managed to trick Brainiac by using his own pride against him, Brainy knew he would not have a chance quite like that again. Still, he knew Brainiac’s plans for this world were far from savoury, and he knew without a shadow of a doubt that whether Brainiac took a fraction of the planet or Earth in its entirety, he would start where the probe resided.

He would start with National City.

* * *

“So, do you agree?”

When J’onn was certain that Brainy’s mental defences would hold, Nia and he had extracted themselves from his mind, allowing Lena to come down to explain her proposal. While J’onn had gone upstairs to help Alex prepare her agents for the fight yet to come, Nia had decided to hang back.

She stood, arms folded behind Lena, watching her warily. Ever since she’d left the lab earlier, Lena had appeared more on-edge than usual. Her shoulders were tight, and there was a sharpness to her expression that Nia couldn’t quite figure out. She wondered if it was to do with what she’d said to Brainy the last time she was down here. Nia hadn’t had any time to waste watching the tapes, but whatever had happened on them, she knew it wasn’t good.

Everything about this plan sounded dangerous, and a part of Nia desperately wanted Brainy to agree as much, maybe even turn Lena down.

But she wasn’t surprised when he nodded, clenching his hands at his sides. “It could work,” he admitted. “If Brainiac transfers his full essence into me, his code could in effect be removed and redistributed elsewhere.” He raised a brow. “You are suggesting that you build a synthetic life projector from my own design?”

“I know you said it would be uncomfortable,” Lena said grimly.

“And you were the one to remind me that the conversion process is equally as unpleasant.” Brainy gritted his teeth, and Nia watched with a pang in her heart as a small shudder ran down his spine. He wound an arm loosely around his chest. “The barriers will not hold indefinitely. Every second, Brainiac is fighting for my autonomy, and I know I will not be able to fight it for much longer.” His lips quirked distastefully. “Although, I suppose that is exactly what you need.”

Lena’s eyes darkened with sorrow. “I wish there was another way,” she said.

“There still could be,” Nia muttered.

Brainy looked at her then, and Nia could see in his eyes the exhaustion he was feeling, the strength he was desperately still trying to output despite the circumstances. He lifted his chin slightly, offering her a small smile. “Perhaps,” he conceded. “But even if we had my twelfth-level mind at our disposal… time is not in our favour. Brainiac’s ship draws nearer and… and if we are to allow him total control of my systems, then he could very well manifest himself far sooner than that.”

Nia’s gut twisted. “Brainy…”

“I know that you’re scared,” Brainy said. He laughed weakly. “I’m- I’m scared, too. But I will do this.” He looked at Lena steadily. “If it means ensuring this city’s safety, my friends’ safety, I would do anything.”

Something passed between the two in that look, although Nia wasn’t sure exactly what it was. All she knew was that when it was over, Lena was the first to glance away, a flash catching in her eyes. She nodded stiffly. “Right, then,” she said, “time to get started.” As if only just remembering that Nia was there, she turned suddenly, raising her hand. “Nia- can you go to the lab? I’ll join you in a moment.”

Lena wanted to be alone with him. There wasn’t really a need for it; as far as Nia understood it, all Lena needed was Brainy’s life projector. In itself, it felt wrong to take something so personal, so _attuned_ to him away. Especially when she knew just how much his doppelgangers were helping him stay focused.

When she looked at Brainy for confirmation, he smiled again, though it didn’t quite reach his eyes. “It’s fine, Nia,” he said. “I will be-” He hesitated a moment, looking away. “It’s-it’s fine. Go.”

Nia nodded curtly, trying to ignore the burning in her eyes, the energy trilling in her fingers, searing her heart with the knowledge of what was coming.

Still, Lena needed her if they were going to stop Brainiac, and maybe Nia couldn’t stop this here and now, maybe she couldn’t save Brainy from the conversion process staining his innards black.

But, she’d make sure that bastard paid.

* * *

As much as Brainy was willing to do anything to fight against his ancestor, it did not make it any easier to give up a part of himself for Lena’s cause.

She’d asked him very plainly which life projector he would be most comfortable allowing her to study, which in itself was a moot point. There was no projector he was happy to lose sight of. Of course, his own could not be removed without impairing him beyond sustainable functionality, but to take away either of his counterparts felt like a betrayal of their trust. A loss of a very piece of his soul.

Such a thought may have been muted by his inhibitors had he still worn them, but now with his connection to the Big Brain reunified, such inclinations were not considered arbitrary or disposable. No, it was a profound feeling to be so connected, so _free_ to be one’s self. And he was giving a part of that up.

In the end, he elected to give Lena the projector that belonged to the other Querl. The removal was by no means a pleasant experience, and the lack of Querl’s calm clarity, his easily personable mood, was immediately noticeable. Still, he felt Director Dox’s presence strengthen in response, reminding him without needing to actualise herself on a visual level just how important this was. She seemed to agree with Lena’s plan, though he was able to detect a certain level of suspicion beneath that confidence. With what she knew of his memories, and more still of what he had told her of Lena, he understood how it might be warranted.

But as Kara had said, they had no time to distrust one another. Lena may have pushed him over the edge, but he knew by the very look in her eyes that she had never meant for it to go that far. She’d simply needed information from him. It was… a scientific mindset. Precise, if not somewhat _unintentionally_ callous. Brainy had made that same mistake speaking with his friends before. It was just, _now,_ he was beginning to notice how rude certain aspects of his behaviour may have appeared from an outsider’s perspective.

Perhaps Lena couldn’t project herself as a hologram, to name one example, but that didn’t mean she couldn’t close herself off mid-conversation. It was a habit Brainy had thought he’d had some success in breaking through. Since their talk after Dreamer’s interview with Kara, she’d seemed more receptive to allowing people in.

Of course, what had transpired later, what Lex had told her, the secrets they had each kept from her… it had completely erased any such progress.

But Brainy had room to hope. With everything that was occurring, it was paramount he at least maintained some shred of optimism.

Putting his life projector into the cold clutches of the cell’s small slot was more than a little jarring. Still, he ignored the twinge in his chest as he slammed it shut, instead watching Lena for her reaction.

She held his life projector for some moments in complete, fascinated silence. She weighed it in her grip, and though Brainy could see her eyes work over it, drinking in each intricate detail, she didn’t try to touch it any more than was necessary to keep it in her hand. He was grateful for that.

“And… this holds all recorded memory of your alternate self?” Lena asked curiously.

Brainy tried not to ruffle at that. Still, he couldn’t keep the edge from his voice when he said, “More than _memory._ As I said before, the projectors hold my doppelganger’s essence. What you have in your hand _is_ him. It holds his AI core, which communicates with the Big Brain.”

“Even when disconnected from your body?”

Brainy nodded. “I serve as a bridge, a means to communicate on a telepathic and in some cases physical sense.”

“And this communication,” Lena said slowly, “is it like a hivemind?”

He knew she meant no ill will, but her choice of wording still stung. “We are our own people,” he said defensively. “We are only enhanced by our ancestral line.” He resisted the urge to bite his tongue at that. Instead, he hunched his shoulders. “Well, _most_ are. I-I suppose I am something of a special case.”

“I guess I never asked before but… were there any other clans like the Brainiacs on Colu?”

“None as infamous,” Brainy said bitterly.

Lena made a small sound. It sounded remarkably like a laugh.

Brainy looked up at her curiously. “What?”

Lena’s eyes were shimmering with humour, a warmth tinging her lips. She shrugged. “I was just… well, do you remember that night we all went out, _months_ ago now?” She pointed a finger, as though trying to physically recount the memory. “We got drunk on that _awful_ Vuldarian wine.”

Brainy shuddered at the memory. Lena laughed, louder this time. The sound was so genuine that Brainy couldn’t help but smile as well.

“Now,” Lena said amiably. “ _That_ night is still pretty fuzzy, but I do seem to remember that we found ourselves out on the balcony, ranting somewhat heatedly about our families. I know _I_ said some very choice things about Lex and my mother. And you…” Her expression softened suddenly. “You talked about Brainiac.”

Lena’s fingers wound tighter around his life projector now. Although separated from him, Brainy thought he could feel that added pressure on his chest. He bit the inside of his cheek thoughtfully, sliding his hands into his pockets.

“I believe that is one of the few times I have suffered from what you would call a _hang over,_ but yes, I do remember,” he admitted.

Lena continued to watch him. “You told me then that your hatred of him was total and complete.”

“I did.”

“Would you say your hatred was enough to kill him?”

Brainy stiffened. “Lena…”

Lena’s eyes were glassy, suddenly. “Do you think you could? If you had the chance, I mean. Would you do it?”

“I do not wish to kill anyone,” Brainy said honestly.

Lena’s lips twitched. “Alright. _Delete_ him, then?”

Brainy closed his eyes. Brainiac’s code was a complex string that seemed to return no matter how many times he had been defeated. The Legion had certainly destroyed receptacles of Brainiac’s before, but he could hardly say that was the same as killing him. _Death_ was not quite the same for a Coluan than it was a human, after all.

But, even with exhaustion eating away at him, even with the ever-present sensations of Brainiac’s code numbing his thoughts, shifting like a living creature beneath his skin, he knew that what Lena was saying was not as simple as a question of his own morality. He did not need his twelfth level mind to see the juxtaposition she had posed. One of Brainiac and her own brother.

Brainy considered his answer for some time. Eventually, he raised his head, eyeing Lena seriously. “Brainiac and Lex are not the same,” he said plainly. “I understand you hold a great deal of remorse for what you did, which conflicts with the knowledge that to you, what you did was right.” He clenched his hands inside his pockets. “If I were to kill Brainiac, I think I could only view it as something I would do for myself. So that he could no longer taunt me. But,” Brainy exhaled slowly, “as much as I resent it, my ancestors are a part of me. As long as I hear them, I know that I can strive to do better than they _ever_ could. I already fear that I could lose my hold, lose _myself,_ and there are times I have come so close to that reality.” He swallowed thickly. “Giving myself over to Brainiac, allowing this conversion to take place, it goes against my every instinct, but I know that I must do it, even if it means losing everything I have tried so hard to build. And I do it because… because I know that the people I love will be there to stop me from hurting anyone.” He held her gaze for a long moment. “And, I hope, they will find a way to save me.”

Lena looked at him grimly. “And Brainiac?”

“He is beyond saving,” Brainy conceded. “But, when he is gone from me, when he is inside a life projector with no ties to a physical form, he will do no _harm_ there.” Brainy looked at Lena levelly, smirking grimly. “You will ensure of that, I’m certain.”

Lena placed a hand tenderly over Brainy’s projector, clasping her fingers over the darkened core. She nodded. “Of course.”

* * *

“Oh, Nia, good, you’re here.”

Nia jerked her head up the moment Lena entered, standing awkwardly from the lab stool she’d been sat on. She shrugged indifferently. “Well, you told me to be.”

Lena sighed, clasping her hands in front of her. “I did.”

The silence that grew between them in the next few moments was uncomfortable to say the least. Nia shuffled a little, biting her lip.

To be honest, she couldn’t remember the last time she’d been left alone in a room with Lena. There had always been someone else, long before Lena had ended their friendship. If Nia thought about it, she couldn’t say she knew that much _about_ Lena Luthor, aside from what Brainy had regaled to her and the titbits that had come up during trivia competitions. At the heart of it, Lena was a bit of a mystery to her.

But, fortunately, Lena looked just as uncomfortable about it as she did. Eventually, Lena cleared her throat. “I know that this must be difficult for you.”

Nia nearly smiled. “You think?”

“What Brainy’s going through… I want to stop it. And I know that you don’t agree with my plan, you’ve made that pretty clear.”

Nia’s throat caught. “I don’t-” She stopped herself, steeling a breath. “You’re right,” she admitted. “I don’t. But I also know it’s the only plan we’ve got. Brainy wants to do it, and if this means we can stop Brainiac, then I want to do it, too.”

Lena nodded curtly. “Good.” She spread her hands about the lab. “We’ll need to move over to one of the medical labs to tackle this. There are a few pieces of apparatus there that’ll give me a better understanding of the casing that holds Brainy’s life projector. The organic aspects, at least.”

Nia forced another smile. God, this was going to be weird. “Awesome. Lead the way.”

* * *

Kara wasn’t even sure what she was looking for anymore.

Checking all lead-lined or otherwise unviewable containers in the city was definitely slowing down her progress, but the knowledge that, deep down, no matter _what_ she found, Brainy would still need to undergo Brainiac’s conversion…

The thought made her feel sick.

Kara knew that Alex had been more focused on what Brainy had told Lena on those tapes, but seeing the state of him, the bags under his eyes and the discomfort that itched through his body. _Rao,_ she could still see it now.

That had just been a few hours after she’d spoken to him, forgiven him for what he’d kept from her. Even then, she’d known the conversion had been taking its toll, but to see how quickly he’d regressed, and how much _more_ he would in the next coming hours.

How much time did they have before Brainiac fully converted him? Until he took control?

A part of Kara had wanted to use her x-ray vision on him. Out of morbid curiosity, maybe, but also because she knew Brainy was hiding something from them all. He had no reason to keep his inducer running down in that cell, and Kara knew that since he’d removed his inhibitors, he’d felt far more comfortable displaying his true self in this time period.

She could see the conversion in the twist of pain on his lips, the way he’d held himself on those tapes, hands digging desperately into his hair, throat spasming with the weight of the transformation. But, none of them knew what was really happening beneath the surface.

Did Brainy even know?

Did he _want_ to?

Kara shuddered, closing her eyes. She took in a deep breath, focusing on the feel of the breeze ruffling through her hair, the sounds of the voices of citizens living their life in the city below, totally unaware of what threat might be coming.

Although, it wouldn’t be that way for long. Kara knew that Alex’s next step for the DEO was to start evacuating civilians from the city centre. All their intel told them that Brainiac would target National City first. If he had a hold on Brainy’s mind, then regardless of the information already passed onto Brainiac via the cubes, he would have known about Supergirl. Something told her that Brainiac wasn’t the kind of guy to be backed down by a Kryptonian fuelled by a yellow sun.

Considering the only Kryptonians he had ever faced had been powerless to stop him, maybe he just didn’t know what was facing him here on Earth.

Kara gritted her teeth.

_Stay focused._

Brainiac had taken Kandor from her world. He had stolen the chances of so many Kryptonian lives that were now being lived-out through imprisonment. Shrunken down like a toy, gathering dust on some shelf. He’d single-handedly ensured the destruction of her whole planet.

She refused to let him take Earth as well. This stopped _here._

“Kara?”

Kara whirled around so fast that the air crackled around her. She blinked dazedly, finding that J’onn was floating behind her, arms folded.

“I didn’t mean to startle you,” J’onn said carefully. “Are you okay?”

Kara laughed. “No, I-” She swallowed, forcing a hard smile. “You know, what? That doesn’t matter. None of us are okay. None of us will be okay until we can stop him.”

“Lena is with Nia now,” J’onn said gently. “They’ll find a way to remove Brainiac’s consciousness, I’m certain.”

“And the city will be safe,” Kara said, jaw rigid. “I’ll make sure of that.”

“As will I,” J’onn said. “I understand you’ve been having some difficulty finding the remaining cube.”

Kara shrugged. “It’s out there somewhere,” she muttered. "Lena's detector picked up on the last one so quickly, I figured this one would be a piece of cake, but nothing's coming up on it. But it _has_ to be here. I don't-" She pursed her lips, running a hand through her hair, tangled and batted by the speed at which she’d flown. “Brainiac’s been putting them in places I can’t see with my x-ray vision, but they still need to be close enough to places storing information he’d find useful.” She gestured down at the city. “I’ve been checking mailboxes, trash cans, even sewage pipes, but so far, nothing.”

J’onn rested his hand on her shoulder. “Two pairs of eyes are better than one. Where would you like me to search?”

Kara relaxed slightly, offering J’onn a tired smile. “Maybe start with the East side? We can meet in the centre.”

J’onn returned her smile, nodding confidently. “Whatever you need, Supergirl.”

* * *

Brainy’s life projector was exactly as complicated as Lena had imagined. She’d taken old x-rays at the permission of Brainy to compare against the projector; they now lay strewn haphazardly around the medical lab’s many surfaces, allowing her to match the frequency readings of Brainy’s old physical examinations to the one she would need to input her synthetic projector with. Although, she surmised she didn’t need to worry as much about any circuitry that tied a projector to a body. In this case, she supposed, she was designing more of a prison than a vessel, something she hoped would disallow Brainiac the opportunity of jumping into anything further.

No, not just _hoped._ She needed to get this right. If she didn’t, she’d be making nothing more than a bridge between Brainiac and the next living receptacle. She didn’t know exactly how advanced his consciousness was compared to Brainy’s, but if an extension of his AI core could easily travel lightyears through space just to connect with a fellow Coluan, she knew that her cage for him had to be nothing shy of an impenetrable fortress.

What she did with it after that fact, she wasn’t entirely certain, but destroying Brainiac didn’t appear to be an avenue worth traipsing.

_Brainiac and Lex are not the same._

Something about the sureness in Brainy’s tone had rattled Lena. She understood what he meant – Brainiac was a far superior intellect, though she was certain Lex would have thought otherwise. They both appeared equally as cunning to one another, but even with the little information she’d been able to study of him, she envisioned that Brainiac was far less susceptible to emotions clouding his judgement. As much as Lex had always imposed upon her the importance of not relying on others to reach her goals, he had selfishly allowed his anger towards the Supers to fuel his every desire. Every plan he hatched, every scheme he enacted - they were all motivated by one thing.

Destroy the Supers. Prove that they weren’t infallible, that the world was better off without them.

As much as Lena’s stomach turned at the thought of Kara right now, she could never agree with such a mindset. Not even last year, she’d considered how much the world could be improved upon if more people had the opportunity to possess the power of a Kryptonian.

She didn’t hold such inclinations any longer, didn’t look up at the sky at Supergirl with wistful wonder as she once had. Supergirl had lied to her for years, her best _friend._ And now, now Kara had the gall to look at _her,_ look _down_ on her, and tell her that she was wrong for wanting to make the world a better place?

And yet, why did a part of her grow cold when she thought of their conversation? Why did her eyes sting every second she wasted on Kara’s speech?

_Unethical. Mind control._

_No better than Brainiac._

She chilled at Brainy’s words, the pain and rage that had carried behind them. Perhaps he hadn’t been entirely himself at that point, but he hadn’t been lying to her, either.

If anything, he couldn’t have been any more honest if he’d tried.

Lena’s hand stilled on her prototype, forcing herself to re-focus on her work. She chanced a glance at Nia, who had been watching her curiously, chin resting against her upturned palms. When their eyes met, Lena wasn’t sure how to feel, exactly, but knowing that she wasn’t alone in that moment seemed to chase a little of that chill away.

“We’re almost there,” Lena said. “These electric charges you mentioned. How easy are they for you to create?”

Nia lifted her head, flexing her freed hand. Lena watched with interest as a crackle of blue energy sparked across her palm.

“Pretty easy,” Nia said. “But… there are different frequencies. Brainy was helping me-” She cut herself off suddenly, closing her eyes. “He was, um, helping me figure them out. We even worked on copying the frequency that had been used against him by that alien.”

“What did it do to him, exactly?”

Lena somewhat regretted her choice of wording, because Nia’s expression darkened immediately. She shifted uncomfortably. “It- it short circuited him, I guess? His implants stopped responding.”

“And his life projector?”

“It didn’t shut off,” Nia said. “Not completely, at least, but for just a second…”

“It flashed?”

Nia nodded mutely.

Lena lowered her head, narrowing her eyes. “I’m sorry. For having to bring it up. But, that’s useful.” She let out a slow breath. “I can put a current through this projector that can emit the same frequency as Brainy’s AI core. When Brainiac fully initialises himself into Brainy’s projector, his consciousness will exist on that same frequency. What I need from you is the current that can disrupt that.”

Nia frowned at her. “If they’re on the same frequency, then wouldn’t that just disrupt them both?”

Lena smiled slightly at that. “It would, if we were just talking science, here. But, Brainy’s consciousness exists on both an electronic and psychic wavelength. Nia, your abilities are perfectly matched for this task, you can remove Brainiac’s signature physically, while also pulling back on Brainy’s own consciousness, ensuring he remains stabilised within his projector”

Nia stared at her in disbelief. “I’ve never done anything _close_ to that before.”

“But you _have_ been entering Brainy’s mind all day,” Lena pointed out. When Nia blinked, she smirked. “Nia, without even realising it, you’ve been strengthening that part of your ability already. If you have the correct frequency at your disposal, then I’m confident that you can do this.”

Nia’s eyes shuttered at that. “You really think that, huh?”

“Nia,” Lena said plainly. “I know that we haven’t always seen eye-to-eye, and although I spent time with Brainy, enough to know how much he cares and believes in your ability, I want you to know that my respect doesn’t just come from what I’ve heard second-hand. I have seen what your powers can do and-” Lena faltered. “And- I never got the chance to say it before, but when I saw your interview with Kara, I was truly moved by it. Despite everything that has happened to come between us as friends, I want you to know that I am honestly marvelled by your power and confidence. And I know that you can pull this off.”

Nia blinked at that, and Lena knew from the flummoxed look in her eyes that she had been taken off guard by such a response.

After a long moment, Nia cleared her throat. “Thank you, Lena,” she said. She ducked her head, laughing lowly. “Y’know, when I was still working my way up to a job at CatCo, I heard about when L Corp took over the company and I sorta… cyber stalked you. A _lot._ ” She shrugged. “I always thought you were pretty badass yourself.”

“That’s kind of you to say,” Lena said. “I wish I’d had the opportunity to get to know you more, before all of this. Maybe we could have been closer friends.”

“There’s still time,” Nia said, a little hopefulness tinged in her voice. “I may not know exactly what you’ve done, but if there’s _anything_ I’ve learned from Kara, it’s that there’s always room to hope.”

Lena’s smile tightened, enough that her lips began to ache. “That does sound like Kara.”

Seeming to hear the strain in her voice, Nia lifted her head, eager to change the subject. “So, are you gonna put this projector thing online?” She clenched her hand, a spark of blue light arching along her knuckles. “I’m itching to try this out.”

* * *

Brainy was losing.

The voices were so loud now, he could barely hear himself think. Any thought tracks that had been previously spared from Brainiac’s contamination were now totally overridden. He could feel the code prickling through his blood, the twisting sensations of something undeniably wrong beneath his flesh.

He _ached_ with it.

He’d given up standing some time ago, but he couldn’t force himself to lie down. No, that would be _far_ too tempting. Instead, he sat on the floor, his back propped against the bed. The cold framework dug hard against his spine, the only connection he had left remaining to the outside world.

His head was fire and anguish, rage and excitement. He could feel the burn of his ancestors as they called to him. No longer were they formless sound. He could hear their whispers, hear their screams, urging him to join them. To become as had always been the design, the _vision_ of the Brainiac clan. A twelfth level mind was meant for so much more than what he had made for himself. It was time to let go of his past, his present, and solidify his future.

Finish what Brainiac had started.

**_Collect._ **

“No,” Brainy ground out, digging his fingers against his face. He was burning up, and he knew it wouldn’t cease, not until he gave in. Handed his autonomy over to his ancestor and completed the plan.

“The plan he cannot know about.”

Brainy was barely able to open his eyes. They throbbed inside his skull, reminding him again of what was waiting for him beyond this human-toned façade.

Director Dox was sat next to him. A vague echo, nothing more. He had no energy left to output anything stronger.

Still, her voice settled a little of the fear locked tight in his chest. He curled his fingers against his face, digging his nails in deep.

Director Dox sighed. “It won’t be much longer, now.”

Brainy forced a smile. His lips trembled. “I thought-thought you agreed with this.”

“I do.” Director Dox lifted her chin, eyeing him with concern. “It doesn’t mean I enjoy looking at it.” Her expression softened. “You are certain he is unaware?”

A harsh pang ignited through his chest and Brainy bit his lip, drawing blood. It tasted wrong on his tongue. Bitter and polluted.

“Querl?”

“H-huh?” Brainy looked back at her, nodding his head. “Certain. I’m certain.”

He _was_ certain; it was the hardest thing to do under the circumstances. Brainiac had full access to his internal systems, his code working its way through every inch of him, but Brainy’s one fortification remained. He knew he would not have had the energy to keep it upheld without Director Dox’s assistance. It would have been stronger with the other Querl, of course, but that could not be helped.

The mental box he had created for Lena’s plan was incredibly small, hidden in the far recesses of a thought track Brainiac had already poisoned. Lena had been tactful with what information she had given up, and though Brainy knew that she wanted to move Brainiac’s consciousness to a synthetic projector, he had no way of knowing how she was planning on doing so. Even still, the less Brainiac was able to learn, the better.

When Brainiac was whole inside of him, Brainy hoped that his box would go unnoticed. Despite his intelligence, Brainiac was still incredibly supercilious. If he was using Brainy’s body as a vessel to bring about this Earth’s conquer, there was a high likelihood he would be more focused on what his body could _do_ and not his vessel’s innermost thoughts.

Still, as Brainy stared outward with his smudged and corroded vision, he wondered how much this cell could handle. It had been designed to withstand some of Supergirl’s most powerful foes, but even he was unsure of exactly _how_ his body was transforming, what strength Brainiac may have access to.

His internal diagnostics had gone dark some time ago.

Brainy gritted his teeth when more pain lanced inside of him. He curled in on himself, eyes shut tight, unable to keep the strangled whimper that broke from his throat.

**_Losing._ **

And he was. He _was._ He could no longer deny it. The burn inside his blood drowned out everything else. He felt like an intruder within his own body, a loose thread pulled taut, on the precipice of snapping.

When he opened his eyes again, all he could see was white.

“Querl,” Brainy said quietly. “I think it’s happening.”

He felt something, then. The gentlest touch, like a brush of static across his knuckles. In turn, Director Dox’s life projector warmed against his chest.

“I will be there with you,” she said.

Brainy couldn’t keep his head up any longer. His chin dipped towards his throat and he sighed out, allowing his eyes to fall shut once again. With it, he felt that final thread of his consciousness dive inward, rushing towards the siren’s call of his most hated ancestor.

This would be it, he realised dully, as the white was extinguished and the world turned to a bruise-like purple around him.

His final confrontation.

* * *

Nia honestly wasn’t sure how much time had passed since she’d stepped foot in that lab.

Honing her energy to such precise degrees of accuracy was gruelling. She’d had to shift to different formats in the field before – like deploying a surge of electrical interference with one hand whilst deflecting a long-range attack with a burst of absorption energy with the other. Even her lasso interacted on a different wavelength to her general offensive blasts, but _this?_ This was intense.

Her hands ached with the potency of the energy Lena was getting her to output. Normally, her dream energy was a reassuring comfort inside of her, like warm water rushing through her blood. Now, she felt the prickle of her energy, fierce and charged on every finger. Even her hair was crackling with the static discharge her energy was producing, and she was pretty sure she’d accidentally shocked Lena the few times she’d strayed too close to the projector.

Still, it was progress.

“Hold it steady, just a minute longer,” Lena urged.

She’d put the projector into a robotic arm, used mostly for holding corrosive materials. Maybe the projector wasn’t quite that, but the energy Nia was outputting certainly was.

Nia gritted her teeth, pushing more weight into her stance as she forced her arms forward, propelling another wave of highly concentrated dream energy towards the projector.

The light at its core was sputtering. Nia could feel the touch of the synthetic consciousness Lena had created on the edge of her own. It wasn’t like Brainy’s mind, or _any_ mind, really, just an empty house with the lights left on. Still, Lena had told her it was good practice. All she had to do was break in and turn the power off at its source.

It felt wrong using her powers like that. _Every time_ she pushed herself closer to the end result, she felt it like a sick pit in her stomach. She was reaching through someone’s lifeforce. Even if this wasn’t real life, it would be soon. And it wouldn’t be as easy.

Because when she did this for real, it wouldn’t be a break-in. It’d be a home invasion.

Nia cried out, the sound catching in her throat as she closed her eyes against the burn of her energy. It was barely blue anymore, practically a searing white as it burnt through the projector’s defences, reaching in with electrified claws and tearing out the artificial life within.

The projector’s light surged with one final, quick-fire, flicker.

Then, it went out.

The second it did, Nia’s legs nearly gave out. She stumbled forward, grabbing onto the closest surface for support.

“Nia!” Lena cried, making a move to grab for her.

But Nia held out her hand. “Don’t touch me,” she managed through her teeth. Even her jaw buzzed with the energy inside of her. Still so _much,_ unable to expel.

_Not here, not here._

Brainy had taught her how to deal with this kind of energy backlog, in fact he and J’onn had taken her to the Fortress on countless occasions to give her the peace of mind to attune herself to her Naltorian dreamscape, meditating on that energy, allowing it to reunify with her mind, balancing once more inside of her.

Just the memory of that caused a sharpness in her chest, which only intensified the angry hornets that were pounding their way through her blood.

“Are you okay?” Lena asked.

Nia nearly laughed. She tried to breathe out, stiffening when she felt dream energy magnify inside her wrists, leaking through her palms.

She clenched them quickly, forcing herself up. “I- I could use a break, actually,” she said.

Lena’s eyes softened. She glanced at the projector. “That frequency was perfect, at least, it was for the last few seconds you held it. Do you think you could do it again?”

Nia stiffened. “I-uh- I’m not sure. I guess? Yes.” She nodded firmly. “I felt the connection, felt-”

Exactly. She’d _felt_ it. And it had been awful. The worst backlash she’d ever received from using her powers. The energy inside her was like nothing she’d felt before. It was exhilarating, alive, _ravenous._

And terrifying.

“Take a break, then,” Lena said softly. Nia caught her movement from the corner of her eye, enough to see Lena’s arm lift tentatively, almost as though to touch her. At the last second, she thought better of it, clasping her hands in front of her. “Do you want to be alone?”

It was an odd question, coming from Lena, but somehow it sounded completely genuine. Nia considered her words through the buzzing inside her skull, forcing herself onto unsteady legs.

“Y’know what,” she murmured. “You stay here. I _really_ need to punch something.”

* * *

“Querl, can you hear me?”

Brainy opened his eyes with a start, realising rather belatedly that he was no longer in the waking world, but instead laid out on the cold ground of his own subconscious. The darkness of which was all-encompassing by now. He could feel the pollution of his own mind around him, thick in his throat, bitter in his nose, trying to choke him.

Brainy pushed himself up, automatically attempting to run an internal diagnostic.

A sharp pain lanced through his chest the moment he tried and Brainy gasped out, reaching for his heart.

“You cannot connect to yourself internally, anymore,” Director Dox’s voice said. “Brainiac has taken full control of your implants.”

Brainy made a choked sound, gripping his fingers into the dark that pervaded the floors of his mind. It seemed to crawl up his arms like a mist, curling around him. Brainy hastened to stand, but before he could, he stumbled, a wave of vertigo taking hold.

Before he hit the ground, a hand clasped firmly around his arm, pulling him onto his feet.

At first, Brainy hardly recognised the feeling. Then, with a start, he looked up, finding Director Dox stood next to him, fingers biting deep against him.

He could feel her. Not a warm pulse in his chest, a trill through his AI core, but could _feel her._ She was real. Well, as real as J’onn and Nia had been.

“The rules of the subconscious are different,” Director Dox said with a dismissive shrug. She let go of his arm. “Here, we are closer bound to the Big Brain, my physicality is stronger as a result.”

“The Big Brain,” Brainy murmured. He looked at her unsurely. “What if Brainiac-?”

“He has always been a part of our collective,” she said impassively. “What has changed now is that he is breaching it through you. Or at least, he will be, very soon. Is your box well hidden?”

“Yes,” Brainy said firmly.

“Don’t tell me where it is,” Director Dox instructed. “I am separating myself from your thoughts as much as I can. I surmise Brainiac will not see me as much of a threat, just another part of the collective.”

Brainy snorted. “An incorrect assumption.”

“I am glad you think so.” Director Dox smirked before her expression softened. “I’m sorry, Querl, that it must go this way. We had hoped to avoid this at all costs.”

It was strange. Here, Brainy wasn’t tied to his physical self, could not feel the twisting of his own body betraying him. And yet, he still felt the exhaustion that plagued him. His breathing was shallow, impeded by the swirling pollution of Brainiac’s influence curling in from every angle.

His eyes stung.

Perhaps he had held out hope his friends would have found a way to save him before it came to this, but a part of him had always been prepared. Still, he could not so easily ignore fear as he once had. In the Legion, bravery and fear were regarded as two very powerful emotional reactions, and even here Brainy understood that he could not have one without the other. Indeed, bravery came from overcoming one’s fears, to fight _despite_ the terror that urged you to run in the other direction.

Once, his inhibitors had numbed so many of his emotions, warping his personality so much that at times, he had come across as brusque and uncaring. But, Brainy had always cared. So _much._ It was only now, he had the full capacity to share those feelings, to allow them total access.

With it, he understood that he would be afraid when Brainiac actualised. But, that would not keep him from fighting.

Brainiac could not think he was giving up, and Brainy could not allow him to grow dubious of his actions for even a second. In truth, Brainy didn’t want to _make_ this easy for Brainiac. He refused to give in to this like a lamb to the slaughter.

He was Legion. Coluan. A _Super-Friend._ And he would not be defeated so easily.

The darkness was getting thicker, the pollution congealing inside his chest. The smoke ahead of him wasn’t just growing, it was re-shaping, forming into something far taller than he.

A figure that Brainy knew in his core, despite never having met him first-hand. A name scattered through the sands of time, feared in galaxies Brainy had never stepped foot in.

The beginning of a long and arduous trail of hatred towards the Brainiac name. A bloodline that had corroded over the years, warping into something unrecognisable.

It had all started with him.

The Coluan stepped out of the mist, exactly as Brainy had imagined. Large, bald head, narrow nose and squared jaw. His lips were twisted into a tight, humoured smile, and his lash-less eyes were black receptacles for a string of never-ending code, every answer to every question, flickering in an infinite sequence of numbers.

On his head were an assortment of circular implants, fused tightly to his skull. He wore a suit of armour, and though appearing cumbersome, it didn’t impair his movements in any way. As he stepped forward, Brainy’s eyes were forced to look at the three light cores that glowed on his own chest, a fierce and unnerving purple.

The Coluan symbol, Brainy’s symbol, pervaded by a man who lost the right to wear it a _very_ long time ago.

“Querl **_Dox_** ,” Brainiac said, the warped register of his voice dipping even now to an electronic drone. “We meet at last.”

* * *

Nia hadn’t seen much of the DEO’s training room over the last few months. Honestly, with the kinds of toys the Fortress boasted, it was an easy weigh-up between the two. Still, Nia wasn’t exactly unfamiliar with the DEO’s training apparatus, enough to know that the equipment there would be more than capable of taking a blast of her dream energy.

She could still feel it crackling across her palms, frenzied and unruly. She’d never had to fight back so much to keep her powers at bay, but this hardly felt like her energy at all. It existed on a warped and offish frequency, one she’d created for the sole purpose of removing Brainiac.

But, when she thought back to how it had felt to see that synthetic projector flicker, to rip the power out. Even if it wasn’t Brainy she was shutting down, it would be his projector, his consciousness. And if she didn’t get it right…

What if she pulled Brainy out, too?

Nia practically stumbled into the training room, apprehension alive in her chest. She barely made it halfway to the training floor before she threw out her arm, releasing a blast of dream energy towards the nearest dummy.

The sharp spiral of blue encircled the dummy like a crackling cage, throwing it from the floor, sending it clattering into the weights holster at the end of the room. The accompanying crash of dumbbells falling to the ground echoed around the sound-proofed walls. Nia blew out a harsh breath, ducking her head as she tried to calm the residual energy in her fingertips. She needed to get a hold of herself. Lena was counting on her, _Brainy…_ Brainy was counting on her.

Angry tears burned in her eyes, more energy spilled free from her palm, teasing the outline of her lasso. She felt the weight of it in her hand as it actualised, biting her hands so deep against it that it nearly seared her skin.

“You too, huh?”

Nia’s breath hitched, turning in alarm to find Kara stood by the door, a sad smile on her face. The lasso dispersed to shards of light in an instant.

She watched Kara’s eyes track towards the dummy, the weights that were now strewn all across the ground. Nia winced, glancing away awkwardly.

“What happened?” Kara asked.

Nia swallowed shakily. Where the hell did she _start?_ She shook her head. “It’s nothing, I just- I had a lot of pent up energy in me. It’s been difficult, getting the frequency right for Brainy’s projector.” Nia closed her eyes. “I’m… I’m scared. Knowing what I have to do.”

“I understand,” Kara said. When Nia opened her eyes, she found that Kara’s expression was somewhat subdued, her gaze far away. “What did Lena ask you to do?”

“It’s fine, Kara,” Nia said quickly. “I want to do it.” She bit her lip. “I know there’s a lot of bad blood between everyone right now, and believe me, trust isn’t exactly coming easy to me, especially after…” Her voice wavered as she remembered the state she’d found Brainy in, but now the rage had subsided, she couldn’t ignore how Lena had reacted either. She’d been speechless, pale and afraid. She’d taken no joy out of causing that pain. She shook herself, trying to catch Kara’s eyes. “Did you watch the tapes?”

Kara folded her arms evasively. Eventually, she shrugged. “Yes. I- I did.”

“And I guess whatever was said on them was pretty bad.”

“Do you want me to tell you?”

Nia shook her head. “I can’t,” she said simply. “Not right now. Not with everything that’s going on.” She clenched her hands. “Not with this kinda energy inside of me.”

Kara smiled, ducking her head. “You know, if you really need to blow off some steam, maybe a sparring partner would help?”

Nia eyed her curiously. “Are you offering?” She paused. “Wait, what about the last cube? Did you find it?”

Kara rolled her eyes, descending the steps into the training arena. “Not yet,” she said grimly. “I was going city-blind out there. J’onn’s still searching, but we thought it was a good idea to clear our heads every once-in-a-while.”

Nia raised a brow, glancing about the training room. “Clear your head, huh?”

Kara smiled knowingly. “Isn’t that what you’re doing, too?”

“Touché.”

Kara’s smile widened into a grin. She stood several feet ahead of Nia. In full Supergirl garb, she looked more than a little intimidating where sparring partners were concerned. Nia had trained with Kara before, but normally Brainy was her sparring partner. He’d taught her various fighting styles, not just his own, but there was something intrinsic about Brainy’s practice, and when she sparred with him, it felt so fluid and certain, a means to fall back on her baser instincts and let the rest of the world fall away.

She could rely on instinct, on her dream energy and the sureness of her accompanying visions to guide her movements. It had taken a while to get it right, and Brainy was a formidable partner what with his own method of calculating the future. Remembering that only made the energy inside Nia thicken, buzzing inside her head.

“You really weren’t kidding,” Kara noted, glancing down at Nia’s hands.

Startled, Nia looked down as well, finding that they were beginning to glow with that same sharp blue, so washed out it might not have been a colour at all.

“Maybe this isn’t such a good idea,” Nia murmured.

“Hey, of course it is,” Kara said. “Girl of steel, remember?”

“Doesn’t steel conduct electricity?” Nia asked grimly, clenching her hands.

“It’s fine,” Kara assured. “I can take it, trust me. Although, you’d actually have to _hit_ me first.” She winked. “Come on, give it your best shot.”

“Okay,” Nia said awkwardly, raising her hand. “But you asked for it.”

She threw out her arm, reminiscent of the very stance she’d taken against Lena’s projector, and let her energy fly.

It was a wild twist of white and blue, arching in a dizzying spiral even for her power’s standards. It seemed to sharpen at the end of the spiral, piercing through the air like the tip of a blade. It sizzled as it travelled, burning her eyes with its vibrancy against the otherwise dark palette of the training room. Nia didn’t see Kara move, but she knew she had, because before her energy was even halfway across the room, she was gone. The energy struck the far wall, absorbing the brunt of the hit with a nasty sounding _crack._

Nia’s mind was still all kinds of foggy, but her visions had become far more instinctual over the last few months. She felt the change in air pressure behind her, and with it a flash of a fist caught in the back of her mind. In the same moment, she sucked in a breath, sidestepping just in time so that Kara’s arm met empty air.

Kara’s footwork was quick and she effortlessly manoeuvred herself back into position, moving the other side of her body inward, going for a more direct hit.

Nia lifted her arm, feeling the crackle ignite within her once again as her dream energy flooded into that of a circular shield. It absorbed Kara’s attack, allowing her to step away again.

Nia didn’t exactly have super strength at her disposal, and although she knew Kara wouldn’t actively try to hurt her, it wasn’t like she could go for the same kind of body hits as her opponent without breaking her hand. Instead, she flared her fingers, reaching with her palm to meet Kara directly in the chest.

Kara’s eyes widened and, just before the energy could strike her fully, she darted upwards, hovering so high that she nearly hit her head on the ceiling. She wasn’t _quite_ quick enough, and a stray spark of Nia’s dream energy caught her leg. It crackled against her suit, blue dancing on blue, before ebbing away to nothing.

Kara patted down her leg, eyes wide. “Whoa, that was- that was different,” she said. “Is this the energy Lena’s getting you to use on the projector?”

“Some of it,” Nia muttered. She shook her hands out, rolling her shoulders. “Wanna go again?” She looked up at Kara. “Flying’s cheating, don’t you think?”

Kara opened her mouth with a comeback of her own before she paused. “Wait,” she said, a slow smile curling along her lips. “It’s not cheating if we can _both_ fly.”

“What do you-?” Nia’s stomach clenched. The energy in her hands extinguished in an instant. “Oh.”

Kara seemed to realise her mistake, because she landed immediately, taking a step forward. “Oh, Nia, I’m so sorry, I didn’t mean it like that. Are you okay?”

 _No,_ she wanted to say. Of _course_ she wasn’t okay. But, she didn’t want to yell at Kara, didn’t want to take this anger out on anyone because, honestly? No one deserved it. The energy inside her was just an excuse to let loose the pent-up emotions that roiled within her, dancing to the same tune as her powers. It made for an easy outlet, sure, but she couldn’t stand here and pretend like it was all she needed.

Her throat felt tight. She swallowed harshly, brushing a hand along her face. “It’s just,” she said carefully, “wearing Brainy’s ring already feels so wrong, y’know? And he told me to use it, to help where he couldn’t, but any time I even think about it, I just remember what wearing it means. That it’s only on my hand because it can’t be on Brainy’s. Because he’s…” Nia shuddered suddenly, closing her eyes.

“It’s okay,” Kara said gently, reaching for her hands.

Before she could touch her, a sharp _snap_ of dream energy struck Kara’s fingers, causing her to recoil.

Nia could feel her eyes beginning to sting. Her lips trembled. “That’s just it, Kara. It’s _not_ alright. None of this is alright. I have to rip Brainiac’s consciousness out of my boyfriend’s head and if it goes wrong… if I do _anything_ that could screw it up, I could… I could take Brainy too. And… and I really don’t know what that would do, but Kara, I think that’d kill him.”

“Oh, Nia.”

Nia could feel the tears in her eyes, the sob building in her throat. She choked as it escaped, feeling the hot prickle of moisture as her tears trickled down her cheeks.

She couldn’t stop, couldn’t let anyone down, and even with a frenzied shield of static electricity forcing everyone back, she still felt Kara’s arms wrap around her a second later. Nia smelt something akin to burnt ozone as she pressed her face into Kara’s shoulder, but she didn’t pay it any mind. Instead, her chest spasmed with another sob as she finally began to cry.

* * *

The second Alex was out of the DEO, she took a well-deserved breath of fresh air. Well, as fresh as city-standards could get. Still, it was a godsend all things considered.

It was the first time she’d seen the sun in _far_ too long, and she wished it could be under better circumstances. But, instead, she was only outside for the sole purpose of getting National City’s evacuation well underway.

This wasn’t exactly the first time the DEO had needed to enact an evacuation procedure, but instead of getting everyone off-world, all they needed was to pack up the central city onto busses and get them as far out of town as possible. At least until the threat had lifted.

Maybe Brainiac would be less inclined to steal a city if it didn’t have its people inside.

It was something Alex had been hoping to avoid. For the longest time, she’d thought that maybe this wouldn’t be necessary. Maybe they could stop Brainiac before he even got here. But, now that Brainy’s conversion was a certainty, they had to work on the assumption that Brainiac would be moving forward with his ship as well. Alex wasn’t totally sure on the ins and outs of Coluan biology, but she knew that if Brainiac’s plan involved taking Brainy whole, then he would ensure his ship was well positioned within that time.

Lena had been right. The DEO had satellites, but they didn’t have weapons fit to destroy a ship. Her science sector might be able to calculate when Brainiac would be in their vicinity, but they would have nothing to hold up defences.

Despite the interference on the comms, most of her field team had received her orders and were already driving busses to the check points the DEO had flagged for this kind of large-scale evacuation.

Alex reviewed the sight before her, unable to ignore the emptiness in her chest that witnessing all this brought her. The busses like grey slates, going out in droves. The torn and confused expressions of families as they were called from their homes, huddling their children close.

There was a certain level of respect most people held for the DEO, and although her team had been selected with personability in mind, there was no way of dissuading the panic that armed agents and military-grade busses caused. Announcements were being made on every block explaining the situation, but she’d heard more than once angry cries for Supergirl amongst the crowds, demands of why any of this should be necessary in the first place.

_Supergirl would save them. Supergirl always saved them._

None of these people remembered Crisis. There were days when even Alex wondered how real _she_ was compared to the woman left behind on Earth-38. Sure, she had her memories back, but did that make her the same person?

What was a person if not a culmination of the experiences that had shaped them?

She’d been up on more than one occasion after one too many glasses of wine posing the same philosophical questions to Kelly, who had been more than happy to entertain them. Alex wasn’t normally the one to question that sort of stuff, although she’d never expected the _need_ to, to feel as though she wasn’t even the person her memories told her she was.

No one here was burdened by the destruction of their old Earth, which was exactly why they could stand here and innocently believe that the world couldn’t so easily end. National City had been threatened before in a number of ways, Daxamites, Kryptonians, ignorant human hate groups a-plenty, but they’d never had this kind of time to prepare for an incursion. To get their people to _safety._

And Alex refused to let _him_ win.

“Alex?”

Alex started at the sound of her girlfriend’s voice. Sure enough, as she glanced up, she found Kelly rushing towards her, two wary field agents flanking her from a distance. Alex didn’t even have a chance to change her stance before Kelly had flung her arms around her, hugging her tight.

Alex hugged her back fiercely, pressing her face into the crook of her girlfriend’s neck. Kelly’s long hair tickled her face, the sharp scent of her perfume an immediate comfort.

“You’re here,” Alex breathed. She wasn’t sure whether she sounded relieved or scared, maybe it wasn’t so hard to feel both right now.

“They tried to make me get on a bus,” Kelly said quickly as she pulled away from the hug. Her eyes were blown wide with adrenaline.

Alex knew why. She’d hardly had time to fill her girlfriend in on everything that had been happening. When she’d told her about Brainy, the situation with Brainiac, Kelly had been adamant to come and help at the base, but Alex had insisted she stayed put. She was needed with Obsidian, needed with her patients. Besides, at the time, they hadn’t known how soon Brainiac would be arriving.

“You should have listened,” Alex said weakly.

Kelly laughed at that. “Like hell was I going to get on a bus without seeing you.” She eyed Alex seriously. “Is this it? Is Brainiac coming?”

Mutely, Alex nodded.

Kelly’s expression immediately faltered. “Oh my god. And-and Brainy?”

“Kelly…”

“Is he…?”

“Not yet,” Alex said. She closed her eyes. “I- I don’t know how much time he has, but it won’t be long.” She took Kelly’s arms, squeezing firmly. “Which is why I need you to go.”

Kelly didn’t exactly look surprised, only resigned. “You want me to leave?”

“I can’t risk you,” Alex said simply. “I _can’t._ Kelly, this is the biggest threat the DEO has ever faced, I don’t know what we’re about to walk into, how we’re going to walk _out,_ but I can’t do this without knowing you’re okay so please, _please,_ get on a bus?”

“You won’t be safe.”

The fear in Kelly’s voice made Alex’s stomach twist. “I have to stay here.”

Kelly opened her mouth before closing it, shaking her head. “I know you do. _God,_ I-” She smiled bitterly. “I just wish you didn’t have to. Alex, this goes both ways, I-I can’t lose you, I-”

“Hey.” Alex loosened her fingers, running her hands down to her girlfriend’s wrists. “I’ll be okay. I always am.”

“That’s _not_ as reassuring as you think.”

Despite herself, Alex laughed. She could feel tears burning in her eyes. “I wish I didn’t have to do this, either. I don’t want to hurt you, I don’t want to put you _through_ this, but I have to and I’m so, so sorry.”

Kelly’s eyes were glistening as well. Her lips trembled as she forced a smile. “Promise me you’ll be okay?”

Alex’s expression softened. “I thought you said that wouldn’t reassure you?”

“Just say it,” Kelly said quietly. “Please.”

Alex secured her hold on Kelly’s wrists, forcing as much confidence into her expression as she could muster. “I prom-” But, before she could finish, Kelly was in her arms again, her lips pressed urgently, desperately against hers. Alex nearly melted into her, reaching for her face, fingers threading through strands of her dark hair. She pulled away for a quick breath, grinning through the burn in her throat. “I promise,” she said, breathing the words against Kelly’s lips, kissing her again. “I _promise_.”

Kelly laughed miserably. When they pulled away, Alex couldn’t take her hands from Kelly’s face, not yet. She traced her jaw, wiping away stray tears with her thumb.

“I’m going to hold you to that, okay?” Kelly said.

Alex pressed her forehead against hers, wishing she could stay in this moment, unburdened by the rest of the world. But, she couldn’t. Instead, she had to run the rest of this evacuation before returning to the confines of the DEO, heading her science sector for any new intel they could find on Brainiac’s whereabouts.

By that time, though, Kelly would be safe on a bus, far, _far_ out of danger.

“Okay,” Alex managed.

* * *

“Just relax.”

“Easy for you to say, you fly all the time!”

Kara snorted, holding her hands out in a placating gesture. Nia was stood in the centre of the training room, her eyes narrowed intensely towards her ring finger, glaring at it as though that was the key to unlocking its power.

It was a valiant effort, but Kara had been told by both Mon El and Brainy that the Legion rings weren’t quite about focusing on what you wanted, but instead letting the ring find what you _needed_. She knew the rings could disturb certain levels of external psychic interference, and in much the same way they held a deep psychic connection with their Legionnaire. Kara could see how the ring held snugly on Nia’s finger, and so she knew the ring’s connection had presented itself. It was just, Nia wasn’t searching for it.

“What do you do when you summon your dream energy?” Kara asked.

Nia stiffened at that. “Seriously? You’re seriously asking me that? _Now_?”

“Not the stuff Lena was getting you to tap into,” Kara said quickly. “I mean _your_ energy, the way you slip into visions or how you throw out shields and energy blasts in the field. Where does it come from?”

Nia eyed Kara unsurely, biting her lip. “Everywhere, I guess. But, I mean, it sort of comes from my chest.” She rolled her eyes. “My mom used to say it came from the heart.”

Kara beamed. “Because it’s a part of you.” She gestured to Nia’s hand. “And the ring. Nia, that’s a part of you now, too.”

“Kara…”

“I know that it’s Brainy’s,” Kara said. “And nothing I say will change that. But, that doesn’t mean the ring won’t work for someone else if a connection is made. It’s a tool, it’s meant to be used, and right now, it’s on your hand. It’s _perfectly_ fitted to your hand.”

“I’m pretty sure it’d do that for anyone,” Nia muttered.

Kara sighed. “Do you want to learn how to use it or not?”

Nia’s eyes widened. They were still a little bloodshot from before, and Kara could still felt the imprints of Nia’s energy on her suit, travelling through the nano fibres. It was potent stuff, but Nia had needed that release. Not just the energy or the sparring, but… a moment alone with her friend where she could cry it out, all the emotions she’d been bottling up, the fears and anxieties for what she was expected to do. Kara had held a great many weighs on her shoulders over the years, but what Nia was facing was unique even to her.

She understood how terrified Nia must be, which was why she was equally in awe of how quickly she was bouncing back. After Nia had spent a good ten minutes in Kara’s arms, she’d swiped her hands over her eyes, sucking in a deep breath for good measure. Then, she’d announced that she’d wanted to do this. Learn how to use the abilities Brainy had left for her.

That same look returned the moment Kara had challenged her, and Nia gritted her teeth, clenching her ring hand firmly into a fist. “I wanna do this,” she said again. “I just… _how_ do I do this?”

Kara smiled gently. “Like I said. The ring is a part of you, just like your powers are a part of you. Reach out in the same way you’d reach for your energy, see what you find.”

Nia’s jaw hardened and she nodded, steeling herself as she closed her eyes. Kara watched in fascination as Nia’s shoulders began to relax. It was amazing how quickly Nia could slip into the dream-state, although stood up she didn’t exactly have the same kind of freedom at her disposal she would have lying down. Still, the tight twist to her lips began to loosen into a lax line and her chin dipped slightly as her brow began to unfurl.

A soft blue light glowed out from between Nia’s clenched fingers, casting fine shadows across the floor. Then, a weightlessness overtook her body and, before she could fall, Nia _flew_ instead.

“Nia,” Kara said, a grin spreading along her face. “You’re _doing it,_ Nia!”

“I’m-what?” Nia opened her eyes, realising all at once that she was now several feet into the air. “ _What?_ ” she squeaked.

She nearly lost her balance and, thinking fast, Kara took off herself, meeting her at Nia’s height. “Hey, it’s alright,” she said. “Keep your mind relaxed, feel for that connection.”

Nia blinked in surprise, laughing shortly as she stared down at her hands. “I- this is amazing,” she said. As though in experiment, Nia tilted herself slightly, gasping out as the small movement caused her to twirl a full three-sixty degrees. She met Kara’s eyes again in bewilderment, a childish excitement glinting in her eyes. “This is so _cool._ ”

Kara couldn’t help but laugh as well. “I knew you’d like it! See what you’ve been missing?”

“I mean, I’ve been the passenger a bunch of times,” Nia said. “I always thought it’d feel the same. But this. This is _so_ awesome.” She blinked suddenly. “Imagine if Dreamer could fly, like, all the time.”

Kara chuckled. “Nth metal _does_ exist in this time. Maybe Brainy could-”

At the mention of Brainy’s name, Nia faltered, and Kara reached out for her instinctively, keeping her upright. Nia gritted her teeth, taking Kara’s wrist, squeezing carefully. Kara could still feel residual shocks against her skin, but they weren’t anywhere close to as aggressive as they had been before. She offered Nia a kind smile. “Sorry,” she said. “I shouldn’t have-”

“No, it’s alright,” Nia said, clearing her throat. “If I’m gonna do this, I need to focus. On my energy, on this ring. Brainy would want me to. And,” she lifted her head proudly, “if I’m going to save him, I need to pull myself together, right?”

Kara lifted her hand from Nia’s grip, giving her arm a tight squeeze. “You’re the bravest person I know, you know that, right?”

Nia laughed.

Before either of them could say anything more, Kara’s comm beeped inside her ear.

“Kara, there's something here you need to see,” J’onn said, his voice sounding urgent.

“On my way,” Kara said, pressing a hand against the side of her face. She looked up at Nia. “I think we have something. Will you be okay here?”

“Of course,” Nia said, her smile faltering as she winced. “Just. Uh. Before you go, how do I land?”

* * *

“Brainiac,” Brainy said, meeting the soulless eyes of his ancestor head-on.

He was every bit as Brainy had expected, a tall imposing figure carrying himself with fluid ease. Perhaps the only thing Brainy hadn’t expected was the amusement in his expression. It gave him a nearly human quality, perhaps even a _Coluan_ quality, of portraying one’s emotions at face-value while simultaneously giving nothing away.

“You chose a rather **_opportune_** moment to join me,” Brainiac said, gesturing towards the dark that encompassed them both. Black mist twirled around his arms, seeming to sink into his armour as he moved. “You will not regret it.”

Taken off guard, Brainy laughed, staring at his ancestor incredulously. “What makes you think I am here to join you?”

Brainiac’s smile grew ever wider, the protruding veins on his face straining as a result. “Chances are not in your favour, it would be logical to give in. To give **_up._** ” His eyes moved suddenly, the distortion of the code it withheld flickering towards Director Dox. “You have brought company, I see.”

“Greetings, Prime,” Director Dox said. She stood tall, hands locked in front of her, eyes narrowed in challenge.

“Ah, I see it now. Another timeline,” Brainiac mused. “A **_weaker_** timeline. Deceased. Lost to space.” He cocked his head curiously. “Why do you still live?”

Something stirred in Brainy’s chest. He stumbled slightly, trying to quell the urge to react. Brainiac did not know the reason Director Dox was there. Brainy could feel Brainiac’s influence within his core like a tug against his whole self, he was close to being fully integrated.

But he was not there _yet._ Not fully. Brainy still had a part of himself. His _selves._

The other Querl may not have been there with them, but the knowledge that his female counterpart was untarnished in that moment, unchanged by Brainiac’s design, it filled him with a certain sense of relief. 

Before either one of them could speak, Brainiac smiled. “It matters not,” he said. “I am not here for you. Be gone.”

And, just like that, Director Dox vanished.

Brainy felt something in his heart cave in and he gasped, struggling to breathe. His connection to Director Dox had been muted. She was still there, behind it all, but she was not obtainable to him. He grabbed at his chest, digging his fingers in deep.

Lost. _Lost. **Lost.**_

“No,” Brainy ground out.

“What was that?”

“No,” Brainy repeated, looking his ancestor in the eyes. “I am not lost to you yet.”

“Are you **_not?_** ” Brainiac asked. He gestured outward, ushering the mist with him. “Then, I urge you, try to leave.”

Brainy gritted his teeth, so hard he thought they might shatter in his mouth. His head ached with the struggle to keep himself standing. The emptiness in his chest was cold and profound, the lack of his doppelgangers a sudden and terrible certainty. He no longer had access to his own body. There simply _was_ no leaving this place.

His legs felt stiff and unmoving, weighted down by the knowledge of his own prison.

He couldn’t do anything.

* * *

By the time Alex re-entered the facility, she felt drained. Watching Kelly get on that bus, getting far away from here... she should have been relieved.

Instead, she only felt empty.

Alex knew she still had so much to prepare for, and at least with her agents grouping together for evacuation, there was far less of a chance for communications to dwindle due to failing comms.

But, she couldn’t focus on the one positive when there was still so much that could go wrong. She knew she was still needed in multiple places, that she would need to oversee a dozen sectors before she could even start planning for Brainiac’s impending arrival. She didn’t have the luxury to think about anything else.

And yet, somehow, Alex found herself stood in Brainy’s lab.

She swallowed.

True, it had been one of the places on her overwatch list. After all, she needed to know how close Lena and Nia were to figuring out Brainy’s life projector.

Except, it was clear that Lena wasn’t working from there anymore; half the documents Alex had pulled for her were long gone, the only suggestion she’d ever been there at all came in the three cubes still sat huddled together on the workbench.

What information would they yield, anyway? Lena had said she’d need them to sever Brainiac’s connection, to stop him from feeding information from outside sources. It made sense, Alex supposed, if Brainy was tied to the cubes, then disrupting the connection to them would be paramount if they wanted to rip Brainiac’s consciousness out of him.

Until the life projector was made, she supposed the cubes were pretty useless to Lena's plan.

She glanced up, finding without even trying the one corner of Brainy’s lab that always caught her eye, no matter how hard she tried. The off-putting lull that Brainiac’s probe seemed to instil in everyone that so much as gave it a passing glance was unsettling to say the least. Alex knew enough about techno-organic material to understand why it might have that effect on people, but it didn’t make it any easier to stomach.

And yet, when she was pulled once again down that familiar path, she was met with a sight that stopped her in her tracks.

The probe was gone.

She frowned. How was that-? Where had it _gone?_

Had Lena taken it?

Alex grimaced at the thought. Lena might have found it interesting, sure, but what use was Brainiac’s probe to the life projector she was building? Or her work with Nia, for that matter? Unless she’d taken it in case it served a purpose, or for security, or… just to _have_ it?

Was the lull really that strong?

Alex tried to remember which room she’d seen Nia and Lena operating out of in passing. She walked quickly from Brainy's lab, wandering the science sector, searching idly for Lena’s new base of operations.

Which was when she stopped.

It was that same feeling again, like a nervous tug in her chest, forcing her eyes elsewhere. She gritted her teeth, clenching her hands together. This felt wrong. _So_ wrong. But, hey, it seemed to be pointing her in the right direction.

One of the science labs that had been crowded with techs not ten minutes ago was now eerily silent. They’d been working well past regulated hours, so-much-so that Alex had had to force people to take breaks as and when they could. Even still, every time she tried to pull them from a task, they reacted as though she had personally attacked them.

Honestly, the expressions some of her team conveyed had been hauntingly similar to Brainy’s.

Alex swallowed back the bitterness in her throat that memory caused. Instead, she stepped inside the lab, checking for any lone techs she might have missed from the doorway.

But there was no one. The lab was completely empty.

Alarm bells were blaring, but Alex couldn’t pay them the kind of attention they needed. Sure, shift work was desired, but in this circumstance people were doing just about anything to remain sane under the stress of knowing an alien entity would be entering Earth’s orbit at any given moment. Still, there was something unsavoury about all of this, a nagging urge for Alex to be wary of something she couldn’t quite see.

And then, she _did_ see.

Brainiac's probe was sat on the furthest workbench of the lab, unobstructed by any other tech inside the room. There were constellation maps pinned to the walls, tablets with data still scrolling lazily across the screens on just about every surface. And yet, the probe remained solitary. Alone. Sat just as it had in Brainy’s lab. Untouched.

Then why the hell was it _here?_

Perhaps it was naïve of her to do what she did next, but Alex was curious, and they were running out of time. Tentatively, she took a step forward, reaching out for the probe.

The closer she got, the harsher the feeling intensified, like a thickness in her chest, forcing her those last steps forward.

For just a second, it felt as though she wasn’t even in her body. Instead, she was just an observer, watching from above with a cold and distant certainty.

A jolt shot up her wrist and Alex hissed out, realising in a daze that her fingers had scraped along the surface of the cold metal.

And it _was_ cold. Not warm or alive like the strange shifting patterns of its features suggested. The optical illusion of the probe’s thick rods was just that. An illusion.

It didn’t move, didn’t shift.

And yet, this close, Alex realised exactly what it was that had been unnerving her for so damn long.

The probe’s hatch was still open.

* * *

Kara wasn’t sure what to expect when she joined J’onn back out in the sky. His message to her had been rather cryptic, and she couldn’t get through to him on comms until he was practically in visible distance.

“What’s going on?” Kara asked the second she made it to his side.

J’onn was watching the ground below with a curious expression. He glanced to Kara, lowering his head. “Follow me,” he said.

“Okay,” Kara said slowly. “But, what's with the mystery?”

She followed him to the ground below, a vacant parking lot. Honestly, most of the city was vacant by now. Kara could no longer hear people out on the streets or inside their apartments. Anyone remaining were being guided out of the city either in their own cars or the busses the DEO had provided.

Kara had tried to ignore the bleakness of it all, the distant cries of little children, questions of where Supergirl had gone. Her heart ached with every whimper in the sea of lost voices down below. She’d already leant her image for Alex to use as an emergency announcement, but she knew it wasn’t enough. These people… they _expected_ Supergirl to protect them, and as much as she wanted to be confident that she would defeat Brainiac, she couldn’t risk the lives of her city over such a bold claim.

The truth was…

Rao, the truth was, she had no idea what to expect from Brainiac. He had ripped a city right out of her planet, a story that had been blanketed over the centuries, hidden from public knowledge. And that had only been _one_ city.

Brainy’s alternate self had bottled his whole Earth. What would stop Brainiac from doing that here? Doing _worse?_

Had she kept her people safe, or had she only delayed the inevitable?

“Kara?”

“Huh?” Kara blinked back into the present, scrunching her hands into tight fists, feeling the bite of her suit’s fabric against her palms. When J’onn’s curious expression turned to something more understanding, she sighed. “Sorry, did you say something?”

J’onn offered her a kind smile. “I was just asking, do you recognise where we are?”

Kara frowned, glancing about herself. “A parking lot?”

“A few blocks from Luthor Corp,” J’onn agreed.

Kara grimaced. “Ew. Great. Wait. _Wait._ ” She shook her head. “If you’re trying to say the last cube is in Luthor Corp, I can guarantee it isn’t, I think I x-rayed every corner of that place.”

“Every corner?” J’onn asked, eyebrow raised. “You’re telling me nowhere in Luthor Corp’s main facility is… hidden from you?”

Kara frowned. “I… I guess not.” That couldn’t be right, could it? Lex had changed this reality to be his perfect little paradise, surely he would have made sure that there were sections of his own building that had been hidden behind a solid wall of lead.

“In any case, I think you have just confirmed my suspicions,” J’onn said. He gestured to the floor. “Look beneath us.”

Kara glanced at the ground curiously, letting her eyes un-focus. As she did so, the concrete disappeared beneath her, giving way to a solid black surface some feet below the ground.

“What… is that?” Kara asked. “A room? No, wait.” She lifted her head, following it further along the parking lot as it narrowed out, continuing down towards the main street. “It’s still going. A tunnel _and_ a room?”

“I’d be willing to bet that it’s one of the Luthor’s secret labs,” J’onn said distastefully. “I noticed a deviation in the sewer system and stumbled across it.”

“Lead walls?”

“Not just lead,” J’onn said. “There’s a field of some kind, it distorts my phasing ability. I can’t get inside.”

Kara’s eyes narrowed. “Why didn’t I notice this place?”

“I thought the same thing,” J’onn said. “It took me walking into the wall to realise it was even there. It isn’t just distorting my powers, but my perception as well.”

Kara’s heart clenched. “The cube?”

“I believe so.”

Kara breathed sharply through her teeth. “Well, that's new." She shook her head. "And if it’s hidden a whole room _and_ tunnel from us, then it’s got to be the most powerful one out of the bunch.” She looked to J’onn. “I need to talk to Lena. If she knows about this place, maybe she can take down the field so we can get inside.”

* * *

Far too much time had passed by the time Lena realised Nia hadn’t returned to the lab.

She’d been caught up with finalising her synthetic life projector, ensuring that the small casing would be enough to house a fully functional AI consciousness. She’d created AI’s before and held them in receptacles far smaller than that of a Coluan core, and yet Lena couldn’t deny the fact that what she was dealing with here was infinitely more complicated.

Yes, AI’s she had made in the past could be perfectly formatted to map to a human brain; Hope had been proof of that when she had been transferred to Eve’s body. But, Hope had been a machine, unable to think for herself, only acting out of a principle that Lena had designed for her.

 _Asimov’s Three Laws of Robotics_ came to mind suddenly. She’d been so fond of the concept as a child; robots, artificial intelligence that could be trusted. Because they could never harm their creator, never _kill._

Non Nocere paid homage to Asimov’s Laws in that fashion, she supposed. To take away the base darkness festering in a heart, to alleviate an intelligence beyond their own suffering. To liberate them from pain.

But, unlike a human being, her AIs had lacked a fundamental sense of _life._ They had no true free will of their own. Hope had no desire for friendship or love, did not understand the complexities of the human heart. She had been designed as an intellectual assistant. Nothing more.

And Brainy. What had Brainy been? An intellectual equal. A partner in scientific pursuit.

A friend.

His brainpower superseded that of the most complex computers on planet Earth, and although at times tactless with his words, he was emphatic to his core. Kind, strong-willed, a voice of reason when the rest of the world was trapped in darkness. He had stood by her side at her lowest, offered her advice and, in turn, she had tried her hand at the same. Perhaps their experiences were not identical, but that did not mean they couldn’t gain valuable insight from one another, insight that the rest of their friends were simply unable to relate to.

But, they had tried. J’onn with his wisdom, Kelly and her well-meaning advice. Kara and her endless patience. Always an open ear, ready to listen, to be the shoulder that Lena needed to lean on, at times cry on.

A sharp pinch in her stomach threw her from her thoughts. Lena blinked, clenching her jaw as her eyes began to blur. This was not the time or place to dwell on such things. The past couldn’t be changed, what had _happened_ couldn’t be changed, and she clearly wasn’t trusted anymore.

But that didn’t matter. Because what she did still served a purpose, and if no one else saw it, then they could be damned for all she cared.

She refocused on her task. The final intricacies of the life projector were coming together at last. The faux life she’d created for Nia to practice on was nothing compared to what this small device could now hold within its shell.

Still, it wasn’t fully complete. She’d need to run Nia through some more tests, ensure that it was capable of withstanding the brunt of Nia’s power.

Which again raised the question: where _was_ Nia?

Lena checked her watch, frowning when she realised just how much time had passed since Nia had taken her break.

She sighed, pushing herself away from her workbench. She put a hand to her ear before noticing Nia’s comm, discarded on a surface halfway across the room. She closed her eyes, breathing sharply through her nose.

 _Fine._ Guess she’d have to do this the old-fashioned way.

“Lena?”

Lena nearly jumped out of her skin at the sudden intrusion. Not quite a physical one, she rationalised once realising she was still very much alone. But instead a voice bleeding in from her comm.

But, not Nia’s, of course.

“I know you can hear me.”

Lena bit her tongue, smirking. The _cheek_ to say such a thing. Well, if anyone was to say it, it would certainly be Kara Danvers.

Or was it Kara _Zor El?_

“I’m here,” Lena said, toying idly with her hands. “This channel is reserved for important matters, Kara, what do you need?”

The line was silent for a moment, so-much-so that Lena could practically envision the frustration in Kara’s jaw as she gritted her teeth. The thought nearly made her smile.

“Well, I’m just West of Luthor Corp,” Kara said eventually. “And I’m stood directly above a secret Luthor base.”

Lena laughed blandly. “You’re going to have to be more specific, my brother has _many_ secret bases.”

“It branches out into a larger room from a tunnel that runs under the sewer system. J’onn found it while he was down here, but it’s protected with some kind of force field that-”

“I know the one,” Lena said quickly. Her chest was tight. “It was one Lex helped build for me.”

 _Yes,_ the lab she’d been working out of most recently. With technology she had designed to keep a Martian from phasing through solid matter. Lex had been the one to mark out the territory beneath the sewer system, but he had wanted the space for her, to work unimpeded by a thousand Luthor Corp eyes. Somewhere out of reach from even Supergirl.

At that, Lena’s eyes widened. “Be careful,” she said suddenly. “Lex lined some of the walls with Kryptonite.”

She heard a sharp inhale over the comm. “Thanks for the warning.”

“I can take the field down,” Lena continued, reaching again for her watch. Lex had been very much about the idea of copying Supergirl’s little distress call watch for more nefarious purposes. The one Lena had on her wrist controlled a multitude of things, one such being the security measures in place on her laboratory. “Are you saying you think the final cube is down there?”

“Pretty certain,” Kara said. “J’onn wouldn’t have even seen this place if he hadn’t walked into it. We think it’s-”

“The perception filter.” Lena’s mind was already taking strides ahead. She smiled grimly, pursing her lips. “Of _course_. I’m sure there’s plenty of data interspersed within the lab that Brainiac would find-” Lena stopped suddenly, eyes widening.

“Lena? You still there?”

Lena shook her head. “Yes, I’m still-” She closed her eyes. “ _How_ would Brainiac know about my lab? He could trace any building in the city with the DEO’s technology at his disposal, but that lab is completely off the grid. Lex ensured that. The only person that even _knew_ it existed was…”

Her stomach clenched.

_It took some time to make the correct connections._

Because Brainy had said it, hadn’t he? It was so clear to her, even now, the threat of his words whirling through her mind. She’d never underestimated Brainy’s intelligence before, but his emotions? Well, Lex had always been persistent in drilling in her head that they could cloud the judgement of even the most intelligent beings. And, with everything Brainy had been dealing with, maybe she’d grown too confident, that he would never think of the lab she’d mentioned in casual conversation when they’d still been so close, the places she retreated to when the world stopped making sense.

But he’d known. This whole _time,_ he’d known her intentions for the Q-waves and, in kind, he must have connected the dots. _Known_ where she would be working from.

And if that was the case, then there was a very good reason that this cube appeared to be the strongest of them all.

_Stupid. Foolish._

Because if it was collecting data that Brainiac would require, then there would be _none_ as sufficient as what she had been studying inside those shielded walls.

“Get that cube out of there,” Lena said tightly. “We need to stop its signal immediately.” She shook herself. “I need to warn Alex.”

“Lena,” Kara said, her voice tinged with worry. “What’s happening?”

“We don’t have _time,_ ” Lena snapped, spinning hard on her heel, throwing herself out of the room. She pressed a nodule on her watch. “I’ve shut off the shield, grab that cube and bring it here, _now!_ ”

* * *

“That son of a bitch,” Alex muttered.

The inside of the probe seemed to be a home for a collection of thin, dime-sized objects. Alex’s lips thinned as she reached out for one. If she was being honest, they kind of looked like coins.

But they weren’t a currency, they bore no faces on them like Nia had described in her vision. They were a dark gunmetal, cold and metallic, just like the probe’s outer shell. Maybe they were made from the same materials? Maybe they _came_ from those materials. Either way, Alex realised with foreboding certainty that there was something eerily familiar about these coins.

The one she had in her hand had something adhered to it, flashing a vibrant green in a disjointed rhythm from a tiny nodule on its edge. She ran her thumb along it, expecting a sting or a spark, something to announce how dangerous it was.

But, nothing happened.

Feeling a little more confident, she grabbed for the probe, twisting it fully towards her. Inside, every coin flashed with a familiar green pattern. 

“What the hell,” Alex said, narrowing her eyes.

What were her lab techs _doing_ with these?

“Director?”

Alex sucked in a breath, turning quickly to meet the new voice. The moment she saw who it was, her mouth fell open. “Vasquez?” she asked incredulously. “What’re you-? You were supposed to be accompanying Bus 3B out of the city.”

Vasquez didn’t say anything against her, didn’t move a muscle.

Alex felt an uncomfortable twist in her stomach. There was something wrong here. So, _so_ wrong. Something she should have been seeing.

_Why didn’t she see it?_

The snap of a lock caught her attention far too late, and Alex glanced over Vasquez’s shoulder, finding a lab tech at the door, her expression just as blank as her fellow Agent’s.

“What’s going on?” Alex asked sharply, although behind the hammering of her heart, she thought she was coming pretty close to the answer.

Vasquez’s eyes were dull. Not quite robotic, but lacking something central, something necessary, to display true autonomy. Alex remembered suddenly how her agents had reacted all those months ago when the DEO had been infiltrated, the green sheen that had been visible just beyond their expressionless stare.

There was no sheen this time, but as Alex looked back to Vasquez, scanning her for any obvious inconsistences, she found something in the shape of a coin identical to the one held in her hand. Adhered to the side of Vasquez’s neck, flashing green.

Suddenly, something sharp clawed into Alex’s hand. She hissed out, realising belatedly that the disk she’d been holding had come to life, a hundred tiny barbs shooting all at once from the object’s edge. Instinctively, she grabbed for it, pulling it from her palm, taking a few layers of skin along with it. She stared at the small circular gash, clenching her hand as she took a step back, bumping against the table.

In turn, Vasquez took one measured step closer, reaching for the firearm in her holster. “Don’t fight it,” she said, in the same dull monotone as before. She withdrew her weapon, pointing it directly at Alex’s heart. “Join us now. Or die fighting for your false freedom.”

* * *

Brainy’s legs were still locked in place when the ground rocked beneath his feet. Pools of mist coalesced around his ankles, exploding upward like a gaseous geyser as the floor of his subconscious split wide open, allowing for pillars of pure black to rise around him in an instant, caging him.

Brainy should have expected a trick like this, and yet he couldn’t keep from choking, stumbling back as he made certain of his new prison. The bars met him with a fierce coldness at his back, shocking him to his core. He gritted his teeth, staring at his ancestor in loathing.

“What’s happening?” he asked. “Is this your doing?”

Brainiac’s eyes glanced across each bar before he smiled, stepping forward. Brainy’s stomach knotted at the ease of which he passed through the bars, like water slipping through the cracks. When he solidified on the other end, mere steps from where Brainy was cornered, he laughed. The sound crackled from his lips.

“I believe,” Brainiac said amiably, “your **_friends_** may have just sealed your **_fate._** ”

Brainy’s head ached with the information he no longer had access to. His thoughts were jumbled, his mind screaming at him to _think, sort out the noise!_ He could not allow Brainiac to win.

But, everything was so foggy. The mist seemed to sink into his bones, clouding his head, his judgement. He felt so tired.

_No._

He couldn’t allow himself to think like that. Instead, he considered Brainiac's wording. His friends… sealing his fate? How? How was that possible?

It wouldn’t be. They had no ruling here, most certainly had none where Brainiac was concerned. He was a vast and untouchable entity as he existed in that moment. _No,_ no, if they had affected Brainy’s fate, it was because something had occurred out _there,_ in the real world… something irreversible.

They had discovered something, then. Something that had allowed Brainiac’s plan to move forward.

But _what?_

His thoughts were too sluggish, his head throbbing to a similar pace of his heart. He resisted the urge to cradle it. Instead, he kept his eyes focused on his ancestor. “What’re you talking about?” he managed.

Brainiac threw his arms wide. “Kryptonians have not changed much in the last two centuries I see, and these… these, what is the **_word_** for them?” His lips peeled back into a grotesque, formless grin. He shook his head. “Ah. _Humans._ They are not much better.”

Brainy only stared. “What _is this?_ ”

“Both so entirely self-righteous, are they not?” Brainiac continued. “Far too pompous and entitled to realise when they are being **_had._** ” He stopped a moment, almost reflectively. “I very much like that term.”

“Take it, then,” Brainy sneered. “As you have everything else.” He was beginning to tremble, rage and confusion swirling through his stomach like a tumultuous cloud. He felt ill with it, but that would not do. There was still so much he had to understand. “What do you gain from this?” Brainy asked suddenly, raising his chin. “This-this- _plan_ of yours? Why here, why now, why _Earth?_ ”

Brainiac’s smile only widened. “Ah,” he said, raising a finger. “You ask the question without giving up the full weight of the meaning behind it.” Amusement lined his fathomless eyes. “ ** _Say it._** ”

Brainy’s eyes narrowed. “I do not know-”

“ _Why_ do you think that I would not come, Querl Dox?” Brainiac asked quickly. “Is it, perhaps,” and his voice dipped then, turning so forebodingly robotic that it sent a shiver through Brainy’s body, “that you believe the humans to be a species not worth my **_interest_**?”

Brainy shuddered as he felt something cold penetrate his mind. It leached its way through his skull, moving like slow-flowing water.

“There is a word inside your head,” Brainiac continued. “ _ **Primitives**._”

“ _You_ put it there,” Brainy hissed, reaching for his head. He dug his hand through his hair, trying his hardest to pull Brainiac’s intrusion out along with it. “I am plagued by your thoughts, your misdeeds, the ancestral memory that binds us together.” He laughed humourlessly. “You think it and so must I!”

With that, Brainy felt the probing extensions of Brainiac’s mind retreat. He let out a shallow breath.

“Ancestral memory,” Brainiac said slowly. “Of course. You are far in my future, there is much you have hidden from me, but I can **_see_** it now. I am still apparent in your present, yes? As are so many of my kin.” His pit-like eyes filled with humour. “They carry out such tasteless acts of cruelty, some of them even call it acts of **love**.”

A harsh pang in Brainy’s chest shattered his resolve. He gritted his teeth, feeling Brainiac’s inquisitive tendrils return, tugging at memories long-since buried.

Which is when he saw _her._

Cold, dispassionate eyes shaped so much like his own. A shock of blonde hair that fell sensibly to her shoulders. A thin smile that might have been construed as a snarl as she had revelled in a much younger Brainy’s anger, eager to see where it led. What it might make him.

Brainy stepped forward, so suddenly that for the briefest moment, even Brainiac appeared surprised. “Do _not dare_ continue that thought track or I will end it myself.”

Brainiac’s smile sobered into something close to intrigue. He watched Brainy curiously. “You would eradicate such thoughts simply to be rid of the bitter taste in the back of your mouth?”

Brainy laughed, high pitched, near-manic, a sound so unlike himself. He hated it, hated that Brainiac had made him _feel_ like this. It shouldn’t be possible. Mere months ago, this would have _never_ happened.

But, why was he doing it at all? Why delay the inevitable?

_Think!_

Brainy blinked, faltering where he stood. _Why_ was Brainiac goading him in such a way? What purpose did it serve if not only as a distraction?

These bars were only half of the trap. Brainy had fallen headfirst into the rest of it.

“This conversation is useless,” Brainy said stiffly. “You are using it as a distraction to take more from out _there._ ” He pointed beyond the bars. “My mind and-and whatever it is you are doing to my _friends._ It stops here.”

“Does it?” Brainiac asked, lips curling. “And what will _you, **Querl Dox,**_ do about it?”

Brainy felt it again, a thick sensation like fingers clawing through his head. This time, he was prepared for it, batting them away before they could gain access. “I think you forget,” he said tersely. “I am a Brainiac. Our intellects are matched.”

“Then why do you fight this?” Brainiac implored. “Do you not see the logic?”

“Scientific endeavour,” Brainy said through his teeth. “It is logical only to those who deem it so. I am _not_ those.”

Brainiac’s eyes watched him knowingly, the culmination of a thousand world’s stolen calculations passing through them with immeasurable speed. “Yet just **_moments_** ago you admitted to knowing my thoughts, being unable to think in any other such way.” Brainiac took a step forward, and Brainy resisted the urge to step back in response. He was once again reminded of the imposing figure that Brainiac was, the _Collector of Worlds._ The light cores that glowed from his chest seemed to brighten the closer he got, highlighting the veiny protrusions on his face like an unsightly purpling bruise. “Is it possible that you **_pick and choose_** what you hear from me, Querl?” Brainiac continued, his eyes widening. “Your views on humanity would be far more interesting were that the case.”

“Shut up,” Brainy murmured.

“Another fine phrasing.” Brainiac laughed again. “I do **_enjoy_** what English has added to my language banks. Still, it does not change things. And so, I will give you one final offer.” Brainy felt Brainiac’s hand slide beneath his chin, his skin as cold and dense as he had imagined. “Join me by choice.”

Even with fear and rage pulsing through every fibre of his being, Brainy’s lips still trembled into a defiant smile. “Never.”

Brainiac’s returning smile was gentle. “Very well. Then, simply,” Brainy made a muffled sound as Brainiac’s fingers tightened around his jaw, forcing his head up to meet his static gaze, “ _join me._ ”

Before Brainy could fully understand what was happening, a cable as thick and twisted as the ones that had slithered through Brainiac’s ship shot out from the sleeve of his suit, plunging deep into Brainy’s chest. His body locked with the shock of it, unable to cry out, to scream, to make any sound at all.

Instead, all he could do was stand there as Brainiac’s poison pumped into him, and his consciousness retreated for a final time.


	12. Chapter 12

**Notes for the Chapter:**

> This was supposed to go up last week but then life got in the way and I only managed to finish it last night. Regardless, I really hope you enjoy!
> 
> Thank you to everyone who has continued to follow and support this story. Your kudos and feedback really mean the world to me <3

Alex raised her hands instinctively, staring down the barrel of Vasquez’s firearm with forced calm.

She wasn’t naïve enough to think for a second that it wasn’t set to kill. Vasquez may have been one of her most trusted agents, a friend – even – but right now, she was none of those things. And Alex knew she had to take the threat seriously.

“Vasquez,” she said steadily, “please, you don’t want to do this.”

Vasquez’s fingers tightened around the trigger.

“Okay.” Alex swallowed hard. “Maybe, maybe you do. But, you need to listen to me, okay?”

“What do you choose?” Vasquez asked.

Alex squeezed her eyes shut. She wasn’t going to reach through. Whatever Brainiac had done, he’d stripped Vasquez of her will. She wasn’t hearing a damn word that came out of her mouth.

The only thing she’d hear would be an answer to her question.

“Fine,” Alex said tightly. “You’ve – you’ve made your point. I’ll join you.” She moved carefully, slowly enough that it wouldn't be taken as a threat, and gestured behind her. “These are how you join him, right? Let me put one on.”

Vasquez’s eyes were dull, entirely dispassionate with Alex’s decision. Still, she didn’t lower her weapon.

Alex didn’t suspect she would. Not until her threat level was eliminated, once she’d joined Brainiac’s army.

A knot twisted deep in her stomach as her eyes darted over to the lab tech at the door, stood patiently, awaiting instructions.

How many of her agents had this affected? When had this even _happened?_

Then, Alex froze, jerking her gaze towards the glass panelling on the lab’s door.

A pale face, eyes wide with alarm, was staring right at her.

_Lena._

Alex tried her damnedest to relay with her eyes to _wait._ Whether Lena had understood her message wasn’t clear, but she didn’t have the time to linger. Instead, she looked back to Vasquez, relieved that whatever mind-control device Brainiac had devised was in no-way designed to maintain any higher levels of cognitive function. No, Vasquez might as well have been a puppet, waiting for Brainiac to tug on her strings. For the moment, she only had one directive.

And Alex was about to try and complete it for her.

Alex turned slowly from Vasquez, catching Lena’s eyes once more before she lost her in her peripheral. She grabbed for one of the coins in Brainiac’s probe, cringing as the transparent barbs protruded curiously from around its edges, seeming to twitch like an insect’s feelers as they scrutinised the empty air between her fingers. She gritted her teeth, holding the coin carefully, before turning back to Vasquez.

“Here,” she said, reaching towards her throat. “We don’t have to be enemies.”

She lifted her chin, giving the illusion she was allowing for more space for the device to hook onto her flesh. At the same time, she watched as Vasquez’s demeanour shifted. Though her expression remained the same, her finger slipped away from the trigger, a little of the tightness unravelling from her forearms as the barrel moved a hair’s breadth from her heart.

Well, it was now or never.

With her eyes cast over Vasquez’s shoulder, Alex moved her head in one quick, succinct nod.

Which was all Lena needed to drive her hand down on the door handle, shouldering her way into the room with such brute force that the lab tech stood there was thrown to the ground.

Predictably, Vasquez’s directive changed to fit the new occupant of the room. Her gun lowered inquisitively, her eyes glancing away from Alex.

Alex took that as her opportunity to strike. Before Vasquez could move any further, Alex darted forward, using her forearm to strike at the weaker region of Vasquez’s wrist, sharply enough to loosen her fingers from the weapon. With one firm jerk of her upper body, Alex dislodged the gun from Vasquez’s hand. It flew from her grip, skidding across the floor.

Vasquez had about half a second to process this before Alex took her by the shoulder. She swivelled her body around her fellow agent’s, pushing her leg directly into the back of Vasquez’s knee, causing her to buckle. Alex used that momentum to her advantage, heaving Vasquez forward, securing a firm hold on the back of her neck as she drove her downward, knocking her head hard against the workbench.

The sound of the impact echoed in Alex's ears as Vasquez fell limp, staggering to her knees as she collapsed towards the ground. Numbly, Alex knelt along with her, lowering her carefully onto her side. She ducked her head, sucking in a hurried breath.

“I’m sorry,” she murmured.

And she was, _so_ sorry, but for right now she could only hope that knock to the head would put Vasquez out of commission for long enough to figure out their next move.

Across the room, Lena was having similar difficulties with the lab tech she’d hit with the door. The tech was up again, throwing a messy swing in her direction.

Alex surged forward, ready to jump in. But, before she could, Lena had ducked to the side, arms lifted tight to her body, fingers clenched into fists. As she side-stepped the tech’s attack, she pushed forward with one foot, using the added grounding to swing a perfectly executed right-hook straight into the tech’s jaw.

The shock of the hit was more than enough to send the poor tech back onto her ass.

Lena, chest heaving, stared at the tech, eyes glimmering with a mixture of fear and revulsion.

Alex wasn’t sure what Lena was planning to do, honestly, she didn’t even think _Lena_ knew that, but she was certain she didn’t want to find out.

And so, Alex grabbed for the discarded weapon on the ground, hurriedly changing its setting back to stun.

“Lena,” she said.

That snapped her out of it. Lena’s head jerked up, her pale eyes immediately meeting the weapon in Alex’s hand. In the same moment, Alex pointed it towards the tech. She winced. “Sorry about this, Chrissie,” she murmured. Then, she pulled the trigger.

The blast was short and immediate. Chrissie didn't even make a sound as the shock of the electricity swelled within her. She seized once, body stiffening, before her eyes rolled back in her head and she collapsed to the ground.

Lena gasped out, stumbling back, holding a hand towards her throat.

Alex holstered the gun, darting over to Lena’s side. She grabbed her arms for support. “Hey,” she said. “Lena, stay with me. It’s okay.”

Lena’s eyes were glimmering with unshed tears, brightening the icy blue of her irises to a near-white. She smiled bitterly, shaking her head. “No, it’s not,” she murmured. With that, something in Lena’s expression stiffened and she looked up at Alex with unnerving clarity. “Nothing about this is right. Brainiac stole my design. _This_ is Non Nocere.”

* * *

Nia didn’t exactly feel better than when she’d started, though she certainly felt lighter, and that was only half to do with practicing antigrav with the Legion ring.

Dispelling some of the polluted energy Lena was diligently harnessing was definitely a relief on her, and since admitting her fears to Kara, some of the tension that had worked its way through Nia’s body had begun to lift. Her body didn’t ache quite as much, but with the absence of her energy came a bleak emptiness that burrowed itself deep inside her heart. She knew what was coming, no amount of fly-sparring could disguise that.

Even though it was, really, _really_ cool.

Nia was halfway out of the training room when her thoughts shifted, jarring enough to grind her to a halt. Her vision pitched suddenly, and she had to grab onto the stair’s railing to keep from falling over. A sudden vertigo overcame her and Nia ducked her head, trying to will the world to co-operate.

Instead, her sight was washed away entirely, and she was hurled head-first into a vision of her power’s creation.

Nia was stood in the same stiff blades of grass as before, unruffled by even the slightest breeze. Silver pooled between the blades, trailing through the soil in a peculiar pattern. There were no curves, just harsh squared-off angles, moving with the viscous, almost unreal consistency of mercury.

Nia watched it flow sluggishly, her own mind foggy and uncertain at the sight. It felt like the silver was moving at a different pace to the rest of the world. Somewhere overhead, she could have been certain she heard the distant rumble of thunder.

Then, she blinked, and the silver that had slicked through the grass had hardened into the same coins she’d seen before. Thousands of them, stretching out from her feet, covering every inch of the floor so that the grass shimmered against the fiery redness of the sun overhead.

None of them were spinning this time. All of the coins lay flat on their backs, and on every single one of them, the same face stared back up at her.

Nia’s heart leapt into her throat as she turned about herself, desperate to see one, just _one_ coin with her boyfriend’s features.

But Brainy was gone.

Only Brainiac remained.

* * *

“What do you _mean_ they’re your design?”

Alex’s voice was just as cold as Lena had expected. Still, something about it ruffled her, enough that she couldn’t quite meet her eye. Instead, Lena focused on the agent – Chrissie – lay collapsed in front of her. Alex hadn’t used a deadly setting on the young woman, of course, but the ferocity behind the stunning force that had hit her would ensure she would be out for quite some time.

And so, Lena explored the agent’s neck, tucking her fingers beneath her chin to get a better look. Her eyes narrowed in thought.

“ _Lena,_ ” Alex snapped, drawing her attention away from Brainiac’s stolen device. “For god’s sake, what the _hell_ is going on here?”

Lena stared at Alex for a long moment. “Like I said,” she repeated stiffly, “this is my design.” Her lips twisted, and she bit back the urge to laugh, shaking her head. “Well, not _quite._ This is… a far more conspicuous use of my technology. But, Project Non Nocere was never meant to _be_ this. It was meant to help people. Although, I’ll admit, in its earlier stages… it could have well been used as a mind control device.”

“Earlier stages, huh?” Alex asked snidely.

Lena glared at her. “I don’t feel good about this,” she said. “Kara and J’onn they – they just discovered Brainiac’s fourth and final cube. It was in my lab. The lab I was using to study Q-Waves, to _initiate_ project Non Nocere.” She winced. “It’s also where I studied J’onn’s brother.”

Alex laughed at that. “Studied. Don’t you mean _experimented?_ ”

“He gave his consent,” Lena hissed out. She sighed, sitting back on her haunches, gesturing at the lab tech. “Not that it matters. Not like _any_ of this matters. Because, don’t you see?” She looked at Alex then, her expression making no room for interruption. “Brainy knew,” she said lowly. “From the second this started, possibly from the moment he was without his inhibitors, he understood exactly what I had been working towards, the steps I had taken. And, if Brainy knew all of this, then, then Brainiac-”

Alex sucked in a sharp breath. “He’d know, too.”

Lena nodded grimly.

Alex ran a hand through her hair, folding her arms. “ _God,_ ” she muttered. “He’s been ahead of us this whole time.” Her eyes widened. “Wait – wait, the comms. I thought Brainiac might have affected the signal in some way, but what if my team weren’t checking in on purpose, disrupting their _own_ signals?” She shook her head suddenly, taking a step towards Lena. “How do these devices work?” she demanded. “You said they were conspicuous.”

“Only to those who are seeking them out,” Lena said matter-of-factly. She glanced down at the lab tech. “How often do you look at your agents, Alex, _really_ look at them? I imagine not often.”

That touched a nerve. Alex flinched, arms tightening around herself. “Are you trying to tell me they were wearing them this whole time?”

Lena shook her head. “Maybe not. A human’s nervous system is completely different to a Coluan’s, it would be impossible to mask their influence in the same way Brainiac’s sentry infected Brainy.” She narrowed her eyes. “All your agents were scanned, weren’t they?”

“Yeah,” Alex said slowly, brow knitted together. “Anything external would have been flagged immediately.” She blinked suddenly. “Unless…”

“Unless?”

Alex snapped to life suddenly, her eyes filled with fire. “ _No._ That _bastard._ ”

“Alex?” Lena asked, alarmed. “What is it?”

“Brainy,” Alex said sharply, before snorting. “Except it wasn’t him, was it? Not totally.” She shook her head ruefully. “Brainiac has been inside him this whole time, right? Hiding these cubes and-and shifting goddamn satellite data, scrambling Brainy’s head so he couldn’t give us any intel and- and even after _all_ _that_ I didn’t think about it.”

Lena’s eyes were wide as she tried to follow Alex’s string of thought. For the first time in a long while, she felt completely in the dark. Her mouth fell open. “What are you talking about?”

“The scan,” Alex said. “Brainy designed it. He _designed_ it and I- I let him modify his own test when he was scanned. He could have changed anything beneath the surface, he could have changed the entire system so that any tests after his gave the same readings.”

Lena’s heart hammered in her ears in a mix of intrigue and fear. She hadn’t considered the possibility… but it made sense. Brainy had been losing memories, losing time, was it so hard to believe that he might have done something like this?

“Maybe… maybe your science sector were later additions,” Lena said softly, running her finger along the flashing surface of the device still adhered firmly to Chrissie’s neck. “It would certainly explain why they had been so quiet recently. But, who would have been affected directly after Brainy's interference with the scan?”

“ _Shit._ ”

Lena glanced up as Alex stumbled back against the workbench, digging her hand tight against its edge. Her eyes were blown wide, staring mutely at the ground.

“Alex,” Lena said lowly. “Who was it?”

Alex laughed bleakly, shaking her head. “Most of the field team had been on duty when we started… we barely tested _any_ of them before Brainy was scanned.” She gritted her teeth hard, baring them in a pained smile. “They’re driving the busses out of town. Busses with civilians – oh my god, with _Kelly._ ”

Alex’s chest heaved once, so harshly Lena thought she was going to choke. Instinctively, Lena stood, forgoing her inspection on Chrissie and instead hurrying to Alex’s side. When she was a step away from touching her, Lena stopped, re-evaluating her position. Alex was angry right now, _understandably_ angry, but what could she do about it?

Testing the waters, Lena held out her hand. “Alex,” she said softly. “Look at me.”

Alex shook her head, moving to turn away.

Before she could, Lena’s hand snapped out, wrapping around Alex’s forearm. She tugged her back towards her, narrowing her eyes. “ _Look_ at me, Alex.”

Alex’s eyes were glimmering, a mixture of rage and pain far greater than Lena was accustomed to seeing from her, but an emotion she understood nonetheless. One reserved for knowing someone you cared for was in harm’s way. That it was _your_ fault.

But, it wasn’t Alex’s fault. None of this was _her_ fault. The sick pit in Lena’s stomach only strengthened with that knowledge. No, no, if they were going to blame anyone in this room, then it would be her.

Brainiac had twisted her technology. Technology she had designed to make this world _better._ To cleanse the minds of those who had been so corrupted by hate and malice. Now? Now it was no better than a brain washing device, pumping a single directive into the minds of Alex’s agents.

Not _do no harm_ as it had been programmed in its experimental phase, but instead, _obey or perish._ Suffer the consequences of a malicious, uncaring entity. Be one with this so-called collective.

And so, when Alex did look at her, Lena’s hand slid down to her wrist, squeezing firmly. “I know how this must feel, _believe me,_ ” Lena said. “But if we want to help Kelly, we need to focus, keep moving forward. Okay?”

Alex’s breathing was still laboured, but after a heavy moment she raised her free hand, cupping it over Lena’s. Her lips trembled as she stared down at the floor, squeezing her eyes shut. “Okay,” she murmured, swallowing thickly. “Okay, then, let’s-”

Before she could finish, a sudden _pop_ above them signalled the failure of the flourescents and the whole room went dark. It only lasted a moment before the lights shifted and, in their place, an angry red glared down from the ceiling. Lena’s chest tightened as an alarm blared to life, a high pitched whine seemingly coming from every direction at once that she'd never heard before. She squeezed Alex’s hand tighter.

“What _is_ that?” Lena managed over the sound.

Alex’s face was white against the red hue the lights cast upon them. She stared at Lena numbly. “The cells…” she said weakly. “There’s been a breach in their security.”

Alex didn’t need to say it out loud, Lena already knew exactly what she was thinking.

Her heart sank.

_Brainy._

* * *

Nia broke into a run the second she could see straight. Her vision was still blurry, the world around her unfocused and uncomfortably bright as she scrambled into the elevator, pushing buttons uselessly, _wishing_ that it would go _faster._

A part of her knew she might already be too late, but every time she let herself think that way, she found herself stood in that field again, her feet awash with silver, Brainiac’s face gloating up at her from a thousand identical coins.

She shook herself, stumbling out into the basement level the second the elevator doors pulled open.

The sound of her feet echoed down the hall as she ran, ricocheting back at her from a dozen empty cages.

She skidded to a halt at Brainy’s cell, eyes wide, searching desperately for him. Everything was still hazy, but through the fog she could see him, knelt on the ground, hands hanging limply in his lap.

Nia’s heart throbbed painfully in her throat. She stepped towards the cell, pressing her hand up against the cool glass.

“Brainy,” she breathed out, her voice hitching too hard and too fast to form a question around his name.

Brainy’s shoulders hunched when she spoke and he ducked his head, dark locks of hair slipping across his face, clinging wetly to his jaw.

There were tears on his cheeks, fresh and glistening. Nia swallowed hard, desperate to collect herself. “Brainy?” she tried again. “Hey, are you – is everything – are you okay?”

At that, Brainy’s chest spasmed, and his hand dropped to his side, digging against the tile beneath him. His fingers were trembling. Or, no, not trembling…

Something cold leached its way into Nia’s stomach.

It wasn’t that his hand was shaking. Instead, it appeared that there was something moving beneath the surface of his skin, or, or maybe more than _one_ something. Like worms slinking between his bones, tightening at his knuckles, making the skin there near-translucent.

Nia wanted to say something, but before she could, Brainy’s chest heaved again. But, not with a sob. Instead, she watched as his lips peeled back into a tight grin, and he began to laugh.

The sound was wrong. Discordant and robotic, echoing in the small space. The laughter grew more intense, nearly hysterical as Brainy bent in on himself, more tears dashing along his face as the fit intensified.

Then, as quickly as it started, it stopped. Brainy fell silent, only his breathing, heaving with exhilaration, crept through the cell.

Nia didn’t say a word. Her limbs felt stiff and cold, her heart a sluggish entity inside her chest. She couldn’t tear her eyes from Brainy, couldn’t move at all.

“Nia Nal, is it?” Brainy asked suddenly.

Nia couldn’t breathe.

That wasn’t Brainy. _Couldn’t be_ Brainy. The voice that came out of his mouth was familiar, but the tone was all wrong. Amiable, but in a distinctly callous sense. A calculated sort of charm.

Nia gritted her teeth, finding enough of herself to clench her hand against the glass, a short pulse of dream energy clawing to the surface of her palm. “Where is he?” she bit out.

Brainy stood fluidly, so suddenly that it almost didn’t look real. More like a puppet being pulled up on invisible strings. As he turned to face her, Nia saw a glimmer of blue distorting the edges of his body. She knew what was coming, but that didn’t stop her stomach from tightening as Brainy’s image inducer lifted, distorting his features for just a moment with a startling pixelated fog.

When it was gone, a pained sound caught in Nia’s throat.

On the other side of the glass stood the very thing she had been dreading from the second she’d had her first vision. The very image that had haunted her every waking moment since.

Brainy’s green skin was a sickly pallor, the surface of which was ridged with protruding black veins, twisted and pulsating beneath his flesh. They moved in the same lethargic sense as the protuberances she’d seen on his hands and, as she glanced down, Nia could see them writhing there as well. Gruesome black lines that snaked up his wrists, twisting along his bare arms before disappearing into his shirt. She could see them again on his neck, a network of veins that crossed sharply along his throat, spreading up across his face. They were glossy and thick, streaking up towards his eyes like some kind of hideous war paint, disappearing into the inky black depths that stared back at her. Nia thought she could see the same data she’d caught in the alley glance through that darkness. An infinite string of numbers that was only further enhanced by the purple glow that now emanated from his remaining life projectors.

Brainy grinned, and the veins shifted alongside his lips.

“Oh, I’m sorry,” Brainiac said, tipping his head. “He **_lost._** ”

Nia barely had a chance to react before Brainiac reached out his arm. The jarring writhing quality of those veins made way more sense now, especially when a thick cable shot out from his wrist, slamming so hard into the transparent wall that it creaked on impact. 

Nia stumbled away from the cell, staring numbly in fascinated horror as the cable jerked and seethed against the energy that ran through the glass panelling, crackling as it appeared to suck the current right out from the wall. Brainiac’s grin widened to vile proportions as he snapped out his other arm, and a second cable joined the first. A sharp _crack_ vibrated through the room as a bright flash enveloped the wall, the smell of burning wires leaking from the smoke that soon began to swirl there. At the same time, the vaulted door holding Brainy’s cell intact groaned in protest, as though something from within was breaking in half.

Nia should have done something. Should have _stopped this,_ but her fingers were so tightly clenched to her palms, she didn’t think she could move them. Her legs were stiff, her heart alive and thundering through her ears. She felt so cold, worse than the burn of that blizzard from Brainiac’s memories.

She was frozen.

When the door flung open, Nia hardly felt real, like she was watching down over her own body as one of her visions played out. She could only blink, half-dazed, barely able to register her surroundings.

In the open frame stood Brainiac, arms spread wide, metal protrusions still pulsating limply from his wrists.

She’d known to expect this. _Known_ he would wear Brainy’s face like this. But, she couldn’t have possibly prepared herself. For _seeing him_ like this.

The veins seemed to move of their own volition along his skin, pumping further taint through his blood, eliminating any traces of _her_ Brainy. The glare of his life projectors enticed the veins with dancing shadows, enhanced by the glowing motely of code flashing through his empty sockets.

His hair was slick with moisture, pale strands still patterned along his jawbone where they had become stuck with salt.

He’d been crying. _God,_ before this had happened… Brainy had been _crying._

Nia shuddered.

What had happened in the last few moments Brainy had been himself? He’d been down here alone. _Terrified._ And she hadn’t been there.

She’d promised him they’d do this together. That she’d _stick with him._ Where had she been? Where had _any_ of them been?

Brainiac stepped forward, and Nia’s thoughts turned to static in her ears. She scrambled back half a pace, nearly tripping over herself.

This wasn’t the plan. She wasn’t _ready._ Nia tried to reach for her dream energy, the abundance of static that had burned her hands when she’d first run down here, heart full of adrenaline, veins on fire.

But, it was gone. It was _all gone._

She threw her hand forward regardless, a tight cry escaping her throat. She stared, wide eyed, at her gloved hand, completely naked of energy.

Brainiac’s eyes glimmered fondly, the vastness of his black eyes watching her with eager intent. When no sparks issued forth from her fingers, he rolled his shoulders, the great snake-like appendages slithering back into his flesh upon his command. Nia felt sick.

When they were gone, his skin undulating in the pockets where they now resided, Brainiac narrowed his eyes, lifting out his hand.

“My turn,” he said.

Before Nia could understand what he meant, the air was being sucked from her lungs as a force like nothing she had ever felt struck her directly in her chest. It was like being sucker punched by an invisible entity. It lifted her from her feet, throwing her into the wall at her back. Nia did cry out then, a near-scream as pain flared up her spine. Still, she didn’t fall. Instead, she remained there, tight against the embrace of the cold brick as it scratched through her suit, inflaming her skin. She struggled under the ghostly hold, trying desperately to wriggle free.

But, it was no use. Brainiac had her in his grasp.

 _Telekinesis,_ her mind yelled at her. Alex had mentioned it after Brainy had first locked himself away, but Nia hadn’t thought to expect it from him. Not when he looked like _this._

But this _wasn’t_ Brainy. Brainiac wasn’t just puppeteering him. That was clear enough from the veins on his face, the living metal that slithered beneath his skin.

Nia could see it again, Brainy’s face drenched with black blood, running in rivulets from his stark hair.

Maybe that had been her vision’s interpretation of the conversion process, but seeing it for real, right in front of her? It was _so much_ worse.

Her chest hitched as Brainiac closed the space between them, hand clenched towards his chest. She stared into his eyes, unwilling to look anywhere else. Those eyes weren’t Brainy’s, could _never_ be Brainy’s. Still, she couldn’t help but try to search for something in their depths, hoping for just a second to catch some semblance of her boyfriend lingering beyond the void. Something she could reach out to.

“Brainy,” she murmured desperately. She felt the tightness around her chest and back intensify and gasped aloud, gritting her teeth. Her eyes stung. “Brainy, _please-”_

She felt Brainiac’s fingers around her chin, cold and oppressive things. He squeezed tightly around her jaw, the code in his eyes flashing with malice. “Oh, my dear,” he said gently. “He's **_gone._** ”

Then, his arm jerked, forcing the back of Nia’s head into the wall. Her ears rang as pain rolled through her skull.

Then, everything went dark.

* * *

It turned out that it was a lot easier to find a data cube once you had already successfully disrupted its illusion. J’onn was in and out of Lena’s lab in less than a minute after the field had been lifted, the cube held tight in his hand, expression grave.

A part of Kara had wanted to see the inside of Lena’s lab for herself. Morbid curiosity aside, she wanted to know what was in there that was so important it warranted what was clearly the most powerful cube of the four to be hidden there.

The fact she hadn’t known it was there, though… a whole secret structure right beneath their feet, beneath the city she was bound by both duty and heart to protect. Built by _Lex_ of all people _._ It only added further salt to the wound.

Brainy, though?

The way Lena had stopped so suddenly, how terrified she’d been - it didn’t take a genius to understand the implications behind her words.

Brainy had known about the lab. _Brainy_ had known and Kara… Kara hadn’t. She wished that could have stung a little less considering the wedge currently dividing them, but it didn’t. There had been a time that Lena had trusted her with everything, and perhaps Kara had noticed in part how Lena had shied away from that usual level of transparency in the weeks before she’d come clean with her. Kara knew she’d kept her identity from her, and in the same way Lena had very much kept her own secrets over the years, and of _course_ she knew Lena would have been more likely to share with Brainy about the labs and various locations she worked out of. It wasn’t just a subject of their work, but an interest and enthusiasm in the pursuit of science that they both shared. And yet, all that came rushing towards Kara now was an empty bitterness. After all, this was just another reason to add to the _pile_ of reasons for how she had lost Lena Luthor as a friend.

But, even with a thousand _what-ifs_ clouding her mind, they didn’t have the time. Whatever Lena had realised about the cube had rattled her, so-much-so that she’d cut the connection to her comm in a frenzied bid to find Alex. When Kara had tried to contact Alex after J’onn had safely extracted the cube and they were out of the sewer’s interference, she’d been met with a dead line.

Kara barely registered the flight back to the DEO after that, could only focus on what might be waiting for them back at base. Alex had been complaining that the comms had been compromised ever since the probe had landed, but this felt different somehow. _Wrong._

When Kara sped into the DEO’s hub and found it completely devoid of people, she knew her gut instinct had been right.

“What happened here?” Kara murmured, turning about herself. “Where _is_ everyone?”

J’onn’s eyes narrowed. “Stay close,” he said.

Kara started at that, turning towards him. “What do you feel?”

“I’m not certain,” J’onn admitted. “Not an emotion, exactly, but a lack thereof. Something is very wrong here.”

“Alex,” Kara breathed. “We need to find her.”

J’onn nodded tightly, motioning towards the far hall. “Lead the way, Supergirl, I have your back.”

* * *

Kara had never found the DEO _creepy_ before. Sure, it harboured some pretty dangerous enemies at times the cell blocks were at their most occupied, and the tech that was stored in the archive was far from savoury, but the Fortress of Solitude had far worse kept within its icy walls. Perhaps Kryptonian security was still miles ahead of Earth technology, but Kara had never been afraid of the DEO before. In fact, this place had become something a second home to Kara; she’d worked from there for so long now that she felt she knew every hallway off by heart.

And yet, in all that time, she’d _never_ seen the place this empty before.

She knew a lot of agents had been called out to help escort civilians out of the city, but that didn’t account for science personnel or tech divisions or _anyone_ unaffiliated with field work. Even at its quietest, they should have bumped into someone.

But, there was no one.

As Kara made to turn the next corner, she nearly jumped as an alarm blared from overhead. The emergency lights roared to life, bathing the walls in a deep scarlet as the droning alert continued its assault from all directions. Kara hissed out, covering her ears. She’d been honing her super senses to try and get a read of her surroundings and the subsequent feedback headache was in _no way_ welcome right now.

The DEO’s alarm system was pretty expansive, casting out a variety of tonal beats for different dangers the organisation might have been facing. Kara had always meant to memorise them, but she’d always found a reason to put off reading the manuals Alex had given her. 

She turned to J’onn for help. “I’ve never heard that one before,” she said.

J’onn’s expression was drawn, his eyes filled with sorrow. He closed them, shaking his head. “It’s the alarm for the high security cells,” he answered. “It means that one of the DEO’s most dangerous prisoners has escaped.”

“High security,” Kara repeated, her chest tightening. She knew exactly what J’onn was insinuating, and yet that didn’t stop her from asking, “Brainy’s cell?”

J’onn nodded.

Blood rushed to Kara’s head. If Brainy had escaped, that could only mean one thing. “We need to find Alex,” she repeated, clenching her hands.

Her stomach was a hollow pit as she continued onward. If Brainiac was here… what did that mean for the DEO, for its agents? Had they evacuated the premises upon Alex’s instruction? Had that been what Lena had meant when she’d said she’d need to warn her? Or… or had something _happened_ to them all? Just how long had Brainiac really been out of his cell?

Kara’s mind was so caught up with a billion possibilities that she didn’t even see Alex until it was too late. She crashed into her sister’s shoulder, knocking her directly into Lena who was stood a step behind her.

Surprised, Lena held her arms out, catching the brunt of Alex’s weight before she could fall. Even with the ugly glare of the alarm’s glow blaring down on them, Kara could see how pale Alex and Lena were, the plain fear reflected in their eyes.

Alex muttered a hurried thank you to Lena as she picked herself up, brushing herself off. She stepped forward, and that was all it took for Kara to do the same. Alex's expression crumpled at the sight of her and, in the next moment, Alex's arms were around her, hugging her hard.

“I’m _so glad_ you’re okay,” Alex breathed into her shoulder.

Kara nearly laughed. “ _I’m_ okay? Alex, I thought- I- I thought Brainiac had kidnapped you.”

Alex stiffened, drawing away from her, expression rigid. “You know.”

“We guessed,” Kara said, gesturing behind her. “J’onn filled me in on the alarm.”

Alex managed a grim smile. “Well, good. But… I’m afraid it’s a _lot_ more complicated than that.”

From Kara’s side, J’onn frowned. “What do you mean?”

“The cube you found in my lab,” Lena said quickly, “Brainy – _Brainiac_ put it there with the intent to take all of my research on Non Nocere and twist it into his own design.”

Kara blinked. “You mean-?”

“He’s using mind control,” Alex said.

Kara looked towards Lena, she couldn’t help it. When their eyes met, a cold flash passed behind Lena’s expression and she quickly turned away, rubbing at her arm for lack of anything better to do. 

“I know what you must think,” Lena said. “But I can assure you, Non Nocere was never meant to do anything close to this. Brainiac has changed something fundamental in its design. He’s not taking people’s rage from them, he’s taking _everything_ from them, including their autonomy. They only have one directive now.”

“Yeah,” Alex said with snort. “Join us or die.”

Kara’s mouth fell open. “Oh Rao, is anyone- I mean, _has_ anyone-?”

“We haven’t seen any bodies,” Alex said stiffly. “So far, we’ve only seen a few lab techs and… and… one field agent who has been affected. I don’t know where everyone else is.”

Kara froze at that, staring from Alex to Lena with wide eyes. “Wait,” she said. “ _Nia_. Guys, where’s Nia?”

“She was in the training room,” Lena said. “We were on our way over there.”

“We just passed it,” J’onn said.

Kara’s mouth was dry. “No one was in there.”

Dread crept its way into Kara’s throat, locking it tight. By the look of apprehension on everyone’s faces, she was pretty certain they’d all come to a similar conclusion.

“She wouldn’t,” Alex breathed.

Kara could still feel the spark of Nia’s energy on her suit, how it had crackled with such virulent power. Power that she had been terrified of.

Nia had been so scared of what was to come and, even with everything Kara had helped her through, she knew it hadn’t been enough. And she’d been alone in that training room, Kara had left her alone, with nothing but her thoughts to keep her company. Thoughts that would have no doubt been spiralling, focused on the one person she was so afraid of hurting.

Kara could feel her eyes begin to burn. “Oh, she would,” she murmured, stumbling backwards, brushing against J’onn’s arm. “I need to get down there. She can’t face him alone.”

“I’ll go, too,” J’onn said. He stepped past Kara, extending the cube out to Lena. “Take this, get it to the lab.”

Lena blinked out of her daze long enough to take it, nodding her thanks to J’onn. “Nia won’t be able to disrupt Brainiac’s connection until the cubes are nullified,” she said, her voice strained. She stared down at the cube contemplatively, her expression grim. “Alex, I’ll need your help.”

Alex nodded, clenching a hand over the firearm in her holster. “Alright, I’ve got your back.”

It felt so surreal to be huddled in an empty corridor, alarm lights flooding across their faces, sirens wailing in the distance, and yet… this was the closest they’d each had to camaraderie since Lena had first stepped foot inside the DEO. If Kara had been any less terrified, she might have found the whole think darkly hilarious.

As it was, there wasn’t any time. “Stay safe,” she said to Alex. Then, she glanced to Lena, forcing a small smile. “Both of you.”

Lena swallowed. “We will,” she murmured.

“I’ll keep her safe,” Alex said, smirking. “Don’t you worry.”

“I want you to keep _yourself_ safe, too,” Kara said. “ _Please_ don’t turn into a zombie. That’s, like, one of my worst fears.”

Alex rolled her eyes, tugging her gun out into her hand. “Duh. Whose bed did you share for a whole week when we watched _The Evil Dead_ together?”

Kara stumbled out a laugh, shaking her head. “Just. Please. Look after each other, okay?”

“We will,” Alex said. She reached out, taking Kara’s hand, squeezing it with all the strength she had in her. “I’ll see you soon.”

Kara nodded, squeezing back, matching Alex’s strength without going too far herself. Her lips trembled into a weak smile. She cast one final look to Lena before turning away, hoping to Rao that this plan of hers would work.

She’d always trusted in Lena’s plans before, she just wished that trust could come as easy to her now.

Maybe, if this all worked out, it would.

* * *

Alex felt numb as she tracked down the hall behind Lena, firearm half raised ahead of her. This wasn’t the first time she’d had to keep her guard up at the DEO, it likely wouldn’t even be the last, but every new occurrence left a sour note in the back of her throat.

This was _her_ organisation, and yet infiltrations like this still happened. Not that anyone could have expected Brainiac’s agenda, not even that she was totally sure _what_ that agenda was. Only that he’d taken her people - both their minds and their bodies, and fashioned them into tools to fit his purposes. It made her feel sick, but at the same time it gave her all the more incentive to get this last cube back to Brainy’s lab so they could finally deconstruct the bastard.

She startled when Lena suddenly threw them off course, veering to the side as she ducked into a room that was _not_ the lab they needed. It took her seeing her unconscious colleagues to realise it was the same lab she’d been held at gunpoint in, where she’d stunned both Vasquez and Chrissie with their own weapon. And now, Lena was crouching down next to Chrissie yet again, prodding at the flashing coin on her neck.

“What are you doing?” Alex hissed. “We need to get to-”

“Brainy’s lab, I know,” Lena said, tapping her nails against the cube she’d balanced on her lap. Her eyes were narrowed in concentration. “I just… I just had to know.”

“Know what?” Alex asked.

Lena traced her fingers around the vulnerable flesh pullet taut by the barbs piercing Chrissie’s skin. Her frown deepened. “If there was a way of removing it.”

Alex swallowed. “Is there?”

Lena sighed. “No. Not an obvious one at least, certainly not one we have time for.” She glanced up. “What happened to the device Vasquez wanted you to put on?”

Alex blinked her surprise. “Are you- do you mean you _want_ one of those things?”

“It'd be useful,” Lena said.

Alex continued to stare. “ _Useful?_ ”

Lena rolled her eyes. “Your tone of voice speaks paragraphs, Alex. Yes, _useful._ If I can understand how Brainiac changed my design, I might be able to find a way to reverse the effects. Also…” She trailed off, lifting one shoulder in a half-shrug. “I have a theory about something. It might not amount to anything, but if it does, I’ll need one of those devices.”

Alex didn’t feel totally convinced, but she didn’t have the time to argue her point any further. If the only way to get Lena out of this lab and into Brainy’s was to have one of those coins then, well, today was her lucky day.

Alex strode across the room, snatching the probe from the workbench. The old foreboding she’d used to feel about the structure didn’t hold the same weight now she knew the reason behind it. Had Brainiac planted a seed of doubt by encouraging Brainy’s evasive reaction to the thing from day one, or perhaps the living metal had been a deterrent in on itself? Either way, he hadn’t wanted Alex to see inside, to see the _truth -_ that this thing harboured a multitude of mind control devices within its shell. Whether they’d been there the whole time or… or manufactured somehow further down the line wasn’t exactly clear, but regardless, if this was what Lena needed…

Alex took one of the devices out, carefully holding it between forefinger and thumb. “Is this what you’re looking for?”

It was Lena’s turn to look surprised. She studied the device for a long moment, quirking a brow. “How-?” She shook her head. “Forget it. We don’t have time.”

“You read my mind,” Alex deadpanned. “If this is all you need, then can we please get back on mission?”

“Actually,” Lena said. “There’s one more thing I need.”

* * *

Kara’s head was roaring by the time she and J’onn made it down to the cells. The elevator had been busted when they’d found it, the buttons going haywire the second Kara tried to touch them. She narrowly avoided getting shocked by the exposed wiring just beneath its panel. It appeared Brainiac wasn’t accustomed to how elevators worked. That, or he didn’t much care for them.

Either way, Kara’s heart was in her throat as she sped the short distance down the hallway.

She stuttered for breath when she saw the state of Brainy’s cell. The fortified glass was no longer fortified, there were cracks running along its surface, and a horrible hissing sound issuing forth from the vaulted door that had been cranked wide open with immeasurable force. The metal was dented in various areas and there was an awful smell like burning wires emanating from within the cell.

Kara’s eyes found Nia a second later.

Her stomach jolted as she sped forward, falling to her knees so harshly that without her natural durability, she would have easily seared a layer of skin off on impact.

Nia lay crumpled by the far wall. A few feet above her, the mottled brickwork was chipped and distorted as though a great force had been applied to it. The brick dust tarnishing Nia’s suit only confirmed Kara's worst fears on what had caused it. Heart in her throat, Kara slipped her hands beneath Nia’s body, lifting her carefully onto her lap.

J’onn was there a moment later, reviewing Nia with a fierce intensity.

“Nothing’s broken,” Kara managed, blinking out of her x-ray vision. “And-and she’s breathing. She’s alright.”

J’onn closed his eyes. “Thank H'ronmeer.”

Kara bit her lip, trying her best to rouse Nia whilst cradling her on her lap. “Nia,” she murmured. “Nia, it’s Kara. Can you hear me?”

Nia’s face was pale, her dark hair half splayed half across her face, but after a moment her lashes fluttered beneath her mask and she groaned out, twisting in on herself.

Kara’s grip tightened around her. “You hit the wall pretty hard,” she murmured. “It’s okay. I’ve got you.”

Nia’s eyes did open then, a brown flash as she took in her surroundings. Her chest heaved, her fingers flexing as she grabbed the cold tiles beneath her, shaking her head.

“Hey, hey, you’re alright,” Kara said quickly, trying her best to still her. “Nia, I need you to tell me what happened. Where did Brainy-”

Kara realised her mistake the second Nia gasped out, reaching blindly for J’onn’s arm, squeezing it tightly. Reflexively, J’onn placed his hand over hers, running his thumb carefully over her knuckles.

“ _Brainiac,_ ” Kara revised quickly. “Nia, where did he go?”

Kara’s heart broke as she watched tears spring to the corners of Nia’s eyes, trickling down the sides of her face. Her lips trembled and she tried to open her mouth, but no words came out, just a half-broken sob as her chest spasmed again, forcing more tears free.

J’onn’s eyes reflected the same hurt Kara was feeling. He shook his head. “She’s in shock,” he said.

Kara couldn’t blame her. After all that Nia had shared with her, to see those fears fully realised, alone with no one to back her up? Rao, Kara could only imagine how it felt.

But, although the damage Brainiac had inflicted hadn’t been entirely physical, maybe not even _intentional,_ it had clearly hurt Nia in a manner that had left her close to inconsolable. Nia stared at the ceiling, crying silently, unable to suck in enough air to keep her sobs flowing. She remained stiff on Kara’s lap, the only movement coming from the quick hitch and fall of her chest.

J’onn’s eyes narrowed. He took Nia’s hand a little firmer, ducking his head. “Find Brainiac,” he said stiffly. “I will get Nia somewhere safe.”

Kara wanted to say something, but nothing felt right. Instead, she blinked, nodding wordlessly. She ran her hand along Nia’s head, tucking the hair that had caught against her cheeks behind her ears. Nia didn’t respond, her eyes were wide and glassy, registering nothing at all. Gently, Kara hoisted Nia from her lap, shifting her safely into J’onn’s waiting arms. Nia didn’t react to the change in her surroundings, the shock to her systems far too profound to let anything else through.

Seeing her like this only made the fire within Kara intensify. She gritted her teeth as she stood, planning out her next course of action even as she surveyed the cells around her.

She’d make Brainiac pay for this. For _everything_ he’d done.

* * *

Kara only needed to follow the state of chaos left in Brainiac’s wake. The wail of the alarms down the hallways he’d ventured had all but died to a low-pitched squeal, like he’d sucked the power right out from them as he’d passed by. Maybe he had. The lights blinked in and out sporadically from their fixtures, the glaring red that had once been so intense only now a smear against odd areas of the tiled floor.

Kara knew where she was headed even before she got there. These halls were familiar, a path she’d walked with J’onn when they’d first arrived with the cube. They must have missed him by minutes, maybe not even then.

Had he been watching them? Had he known?

Kara was suddenly intimately aware of every security camera within the facility.

It didn’t take long for Kara to circle back to the hub. And, when she did, she saw a form on the far side of the room, stood over Brainy’s old computer, a single hand raised above the keyboard. Ahead of the figure, all the screens on the wall were flickering, changing between different data points at a dizzying speed. Only Kara’s enhanced abilities allowed for her to follow the data’s path. Satellites, star maps, schematics of various buildings within National City.

_Luthor Corp._

_Of course_ he’d be here. Where else would an egomaniac superintelligence pick for his ultimate takeover than right here, at the centre of operations? At the very desk of the body he’d invaded.

The fire in Kara’s gut intensified and she balled her fists, stepping forward. “Stop what you’re doing, Brainiac.”

Brainiac’s shoulders hunched, hand stiffening over the keys. Kara watched as his fingers curled together, one by one, to meet his palm.

When he turned, Kara wasn’t prepared for it.

Brainy’s face stared back at her. But, but it _wasn't_ his face, more like an offish copy, twisted by Brainiac’s design. The pulsating black veins that painted his cheeks almost looked like parasites clinging to his skin, bulging when his lips widened into a toothy grin. The soulless, black eyes were an unnerving sight, and the quick flashes of code from within them made Brainy look like nothing more than a distorted image. His green skin was so pale, and the starkness of his hair against his cheeks only further washed him out. If it wasn’t for the cruel smile on his face, Kara would have almost expected this Brainy to be in pain.

But, that was just it. This wasn’t _Brainy_ anymore.

“ ** _Ah,_** ” Brainiac said, his voice a low, mechanical purr. “We finally meet. The famous Kara **_Zor El._ ” **He cocked his head, knocking the few precarious strands of blond hair away from his fathomless eyes. “Or, do you prefer to go by Supergirl?”

Everything Kara knew of Brainiac came bubbling to the surface. The lives he’d destroyed, the world’s he’d taken. _Her. World._

The infamous Collector of Worlds stood right before her, a name that brought fear to sections of the universe she had never stepped foot in. A horror story and a myth, come to life before her eyes.

And he was asking what to _call_ her?

Kara’s jaw ached with how tightly she was clenching her teeth. She ignored Brainiac’s question, diverting her attention to the screens at his back. “Step away from the computer,” she said sharply.

Brainiac laughed. The sound was horribly jarring, an echoed ringing in her ears. He lifted his hands pragmatically, side-stepping from the computer. “As you wish,” he said.

Instead, he came forward.

Kara straightened instinctively, holding her ground.

Brainiac’s lips quirked at her reaction, pausing almost to review it.

“Your demand does not matter to me,” Brainiac said, gesturing half-heartedly behind himself. “I am already connected to the mainframe. I have been for some time ** _._** ” He shrugged. “I simply needed the freedom of movement that this body provides in such… **_abundance._** ”

 _This body._ The phrasing alone made Kara feel ill.

“He’s your clan,” she said weakly. “Your blood. Does that really mean nothing to you?”

The code within Brainiac’s eyes glinted, the purple tones of Brainy’s once-white life projectors seemed to sharpen, highlighting the undulating protrusions pulsating towards his eye sockets. “On the contrary,” Brainiac said, lifting a finger. “It means **_everything._** ”

When Kara only stared, Brainiac shrugged, bringing his hands together in a gesture that was so like Brainy’s, it caused a pang deep in her heart. “I gave Brainiac-5 ample opportunity to join me by his own volition,” Brainiac pointed out. “He chose to deny such partnership. And so, he is no more.”

Kara sucked in a breath so quickly she felt it burn inside her chest. _That wasn't true._ She shook her head. “You’re lying.”

Brainiac considered her words for a long moment. “Perhaps, not in his entirety,” he admitted. “After all, Querl Dox lives on through the information downloaded from his thought tracks and integrated neural network. He had **_many_** thoughts about you, Kara.”

Kara hated the way Brainiac spoke her name, as though he _knew_ her. Although, to him, maybe he did. A dawning horror clamped suddenly against her lungs, squeezing the air out with one fierce exhale.

Brainiac’s eyes were knowing things. Wide and imperious. “I understand I **_took_** something from you, Kryptonian.”

If it was possible, Kara would have thought the Coluan was taunting her. She didn’t say a word, keeping her lips pressed tightly together.

Brainiac’s grin only widened further. “I believe I might have touched a **_nerve._** _”_ He paused, nearly reflectively. “The city of Kandor,” he said softly, his smile sobering. “I remember my time there, however brief. A splendid race. One I was very pleased that my scouts were able to analyse. Your DNA structure, the way your cells react to the radiation of a yellow sun, it is **_fascinating._** ”

Kara’s stomach lurched. “Fascinating?” she bit out, unable to keep an incredulous laugh from bubbling out. “That’s, that’s _all_ you can say?” She stepped forward, feeling a fierce burn behind her eyes, streaking through her skull. “My planet died because of you. _My_ people-”

Brainiac raised his finger, cutting her off. “Ah yes, it was a pity that the extraction of a single city caused such devastation, but I must admit it was a **_necessary_** sacrifice in the pursuit of knowledge.”

_Necessary?_

The burn in Kara’s head grew ever brighter, a precursor to her laser vision amping up, eager to be released. Kara’s bared her teeth. “The blood of that planet is on _your_ hands.”

“The blood of that planet is on the leaders who denied the inevitability of your world’s demise,” Brainiac shot back quickly. He eased his shoulders back. “I simply helped them along to a conclusion that they were unwilling to see.” He raised a brow. “I still hold samples of their life. They are on my **_ship._** ” He took another step forward, eyes studying every inch of her as he moved purposefully across the room. “Tell me, Kara, when I take this world from you, would you like to be bottled alongside your own kind, or the false family you have created here?”

When Kara choked, Brainiac smiled eagerly. “Yes, I know of your family. I know **_everything_** that your little Brainy knew.” He clutched at his chest mockingly. “So many emotions. Why, he was rife with them, fit to burst. I only hope he has found **_peace,_** now.”

That was the last straw. Kara’s chest heaved as she threw herself forward, prepared to jump into superspeed, fast enough to dodge out of whatever powers Brainiac had yet to display.

But, she didn’t get the chance. The second she twitched to life, a horrible pressure surrounded her body, clenching tight around her, biting down against her skin like a vice. Kara’s eyes widened, the first inkling of fear trickling into her blood as she stared at Brainiac’s hand, now extended towards her.

She was caught in his mental grip, miles stronger than anything she’d felt from any telekinetic foe in the past. Instinctively, she jerked, trying to dislodge his hold on her, only to gasp out as the pressure increased on her lungs.

But, this was a psychic power, and no matter how strong Brainiac’s mind was, Kara still had physical strength behind her. She narrowed her eyes, gritting her teeth as she tensed her arms, pushing out against the invisible barrier around her with every bit of power she could muster.

And just like that, she felt something give. Like hardened taffy beginning to stretch, she forced her limbs from out of Brainiac’s hold. Her muscles burned with the effort, but she didn’t care. She stared into Brainiac’s void-like eyes and cried out as the pressure against her finally began to unravel.

Then, all at once, the hold on her released, so quickly that Kara fell forward.

Right into Brainiac’s next trap.

She barely had the time to register the cool invasiveness of the metallic appendage clamping her sternum before it lit up with a thousand volts, shocking her blood with its potency.

Kara screamed out, grabbing for the metal arm, only to feel the fire creep into her veins as her fingers scraped and spasmed against it.

Dimly, she was able to see Brainiac ahead of her, a twisting and alive metal cylinder pulled from his wrist like a magician’s scarf, pumping her with electricity. Kara cried out again, her eyes beading with tears; this time, she ignored the pain that itched through her, sending every nerve on fire, and dug her hand tight against the living metal.

Though her mind was beginning to fog, the angry charge inside her head was still very much active. Enough that she was able to summon a very different kind of burn from her eyes, issuing forth a concentrated blast from her laser vision, straight into Brainiac’s extra appendage.

The sound that came from the metal was shrill and horrifying, much like an actual scream. Kara jerked her head in surprise, the fiery charge that shot from her eyes found a new target as a result, tearing through the first of the three main computers at Brainiac’s back.

Whether in reaction to pain or to his sudden limited connection, Kara wasn’t sure, but suddenly the volts inside her nerves stemmed, and Brainiac’s metal arm disengaged from her body, slithering back into his flesh. Kara fell to her knees, raking in a ragged breath into lungs that felt like liquid fire inside her chest. She glared up at Brainiac, fully intending for the hatred of her lost planet to carry through her expression.

But, Brainiac didn’t appear to be frightened, or even unnerved by her sudden act of prowess. In fact, he was smiling.

“Careful,” Brainiac reprimanded playfully, massaging his wrist. “These consoles can do a great deal more than they could in the hands of human leadership.” His eyes narrowed. “I do not think you would like the results. Although…”

Before Kara could suck in another breath, a fierce rumble shook the floor beneath her. She stared in horror as electronics all around sparked at the sudden disruption, could hear as shelves and apparatus in rooms floors from their location were upturned or knocked to the ground.

She looked again at Brainiac, searching him exhaustedly for an answer.

Brainiac, however, had lifted his head, extending his attention skyward. “Finally,” he breathed. “The unification of this race can finally **_begin._** ”

Kara swallowed down the burning in her throat. “What do you mean?” she croaked.

Before Brainiac could say anything, Kara flinched as another shrill sound assaulted her ears. Not from this room, not even from the building at all, but from outside.

Car alarms. Dozens of car alarms from abandoned vehicles were going off in the DEO parking lot.

“ _Kara?_ ”

Behind all the noise, Kara was dumfounded to find that her comm was somehow still maintaining a signal. She kept staring at Brainiac, the fine line of his jaw as he continued to watch the skylight.

“J’onn?” she asked shakily into her comm. “What’s happening?”

“I’m outside,” J’onn said grimly. “Kara, it’s-”

A high-pitched whine exploded in Kara's eardrum and she flinched, clawing at the side of her face to dislodge the broken comm. She clenched it in her hand, hearing it snap against her palm.

“Go ahead,” Brainiac said, not tearing his gaze from the ceiling for a second. “I will not stop you.”

Kara frowned at him warily, forcing herself with a wince to unsteady legs. Just as Brainiac had said, he didn’t react to her at all. Instead, he closed his eyes, taking in a cleansing breath, clenching his hands at his sides.

For just a second, he looked like the Brainy who had stood on the other side of the basement cell just hours ago, who had taken refuge within his mind to fight whatever pull Brainiac had over him.

But the flicker of black on his flesh quickly disrupted any illusion Kara held for him. She couldn't hope to defeat Brainiac in that moment, and even if she could, she wouldn't be able to save Brainy without Lena and Nia's help.

For right now... there was only one thing she _could_ do.

She had to leave him.

"I'll be back for you," she said.

"I have no doubt," Brainiac returned.

Kara nearly smiled. "I wasn't talking to you."

Despite the aches shifting throughout her body, she pushed herself into another burst of super speed, enough to get her out of the building and high into the sky.

The sun was the first thing she felt, though its rays felt far less replenishing than normal. Fractals of light caught her skin, reflecting from a great mass that now took front and centre in the sky.

When Kara saw it, her heart sank.

High above the city hung a great silver beast. A spaceship unlike anything she’d ever seen before. Shaped rather befittingly like a giant skull, it swallowed the shape of the sun whole. It cast a great shadow over the city; the back of the skull glittered where the sun caught its iridescent panels, blowing it up like a disco ball.

The eyes of the ship glowed a purple identical to Brainiac’s light cores and, where its jaw gaped wide, sprouted thousands of living metal tentacles, twisting around one another, spitting and hissing against the atmosphere.

Kara thought she was going to be sick.

Brainiac’s ship was here.

The takeover started _now._


	13. Chapter 13

**Notes for the Chapter:**

> This chapter took me a while longer than most, but it is slightly longer so I do hope you'll enjoy! Things are getting tense!
> 
> Thank you to everyone who has supported this story so far. Your kudos and comments mean the world to me x <3

Even with the city limits steadily fading into dust clouds behind them, Kelly couldn’t keep herself from turning towards the bus’s rear-side window, searching the sky for the smallest indicator that danger was approaching.

She kept playing her conversation with Alex over and over inside her head, the last thing she’d asked her, the promise Alex had made in return.

But, after everything Alex had told her - about what Brainiac was capable of, about how close he had been to taking Brainy’s body from him - there _was_ no precedent for this, and so Kelly could only hold tight onto Alex’s voice drumming through her head, trying her hardest to ignore the harsh jerks and jolts as the bus rumbled over the rocky terrain beneath them.

The fear in the bus was nearly palpable. Kelly didn’t think it helped that the two assigned agents in here with them were doing very little to lift people’s morale. The driver paid barely a passing glance to her passengers, and the other agent sat stoically in a seat at the back, reviewing the group of terrified civilians with deadened eyes.

Kelly had tried to do her best to pick up the pieces where she could. She was sat next to an elderly woman who had spent no time at all regaling her with stories of her life in National City over the many years. Kelly had barely needed to prompt her to get her to open-up about her six children and twelve grandchildren, all of whom now resided far outside of the city.

“They told me, no – no, honey - they _begged_ me to get outta this city while I still could,” the woman explained, chest puffed out. “They tell me, Bonnie, this place is no good for you, that we get extra-terrestrial threats ev’ry day outta the _year._ Well, I tell ‘em, I tell ‘em this. Where _else_ am I aboutta go? To that damn city where there’s a kid runnin’ ‘round in his red footie pyjamas? How ‘bout that godawful _Star City_ where Robin Hood was out there shootin’ criminals with legitimate arrows? No, no, see I tell ‘em there’s no better place than _National City._ We can _count_ on our heroes here.” She nodded resolutely, sucking her teeth. “I trust Supergirl, I trust Dreamer, and I know that they’ll save us from whatever threat’s comin’ ‘round that corner.”

Kelly nodded along patiently, feeling the strain of her smile pull tight against her lips. She loved hearing people’s stories, it was one of the reasons she got into psychology in the first place, but today? It was hard for her mind not to wander elsewhere.

Back to those city limits, for example. To the sign that told them in cheery italics that they were now leaving _National City._ A sign they must have passed some thirty minutes ago.

“Cheer up, honey,” the woman said, nudging Kelly’s arm with her vibrant green purse. “There’s nowhere safer we could be. That’s what Supergirl said.”

Before Kelly could answer her, the bus must have hit a particularly hard rock, because it jerked to a sudden halt, the squeal of the brakes causing a toddler in the third row to burst into tears. The mother held her child closer as a result, hushing him gently, though Kelly couldn’t ignore the tears that were building in her own bright orange eyes, rolling steadily down the iridescent scales that patterned her cheeks.

Kelly’s heart twisted in sympathy, and impulsively she made to stand, unsure what she was going to say exactly, but desperately wanting to offer any help that she could – if the woman would allow her, of course.

But, before she could get out of her chair, movement in her peripheral caught her attention.

“Stay where you are,” a cold voice said, cutting through the bus’s steady buzz of chatter like a knife.

Everyone stopped talking. The mother buried her toddler’s face into her throat, mitigating his cries.

Kelly stared in surprise as the agent in the back of the bus stood, one hand rested against his firearm. Kelly’s stomach clenched instinctively. She’d seen Alex’s agents in enough civilian situations to ascertain that this behaviour was by no means normal. Threatening the use of a firearm never did anything to alleviate panic in a high-stress environment, you didn’t need a PHD to know that.

Although, it seemed no one had given this agent the memo.

Kelly cleared her throat, suddenly very much aware of how quiet the bus had become. Even Bonnie had fallen silent at her side, fingers clutching tightly at her purse. Kelly didn’t try to stand again; instead, very slowly, she moved her head to meet the agent’s.

Which was when it suddenly struck her.

His eyes weren’t just cold. They were _devoid._ Even while looking right at her, it was as though he was staring at something far beyond his field of vision. That look was familiar to her, somehow, not too far off from the way some of her patients who had overindulged in Obsidian tech had looked at her shortly after their binges. Addicts who had become as high off the experience than the serotonin that they’d stopped receiving from their over-simulated adrenaline-junkie jaunts some time ago. By then, they were only clinging hopelessly to the relief of escape. Or, at least, any semblance of it that could be found in VR.

Kelly’s eyes narrowed, looking the man over. “Agent Brannings… right?” she asked carefully. “My name’s Kelly, we met before, remember?”

But, it didn’t appear that Brannings remembered being assigned to her earlier at all. He’d certainly been one of the agents sent to flank her when she’d been directed onto a bus, when she’d flung her arms around Alex before anyone could force her to go _anywhere._

And, the longer she stared, the more she realised that there was something distinctly aberrant about Agent Brannings. At first, she wasn’t sure what she was seeing, not until she spied something strange protruding from the base of his throat, flashing steadily against the collar of his shirt. A sharp and toxic green.

Kelly barely had a moment to process what she was seeing before the bus jerked again, knocking her forward. She gasped, bracing herself against the seat ahead of her as she stared desperately out the front window. The bus was turning. Why the _hell_ was it turning?

And, as other passengers began to realise, the silence Agent Brannings had brought about quickly dissolved into panic.

“What’s going on?” someone asked from the front row.

“Why are we turning?” another voice cried.

“Oh my god,” someone moaned. “They’re taking us back!”

Kelly’s chest heaved frantically as she tried to understand what was happening. It was true, the agent driving the bus had turned them a fully one-eighty. Considering they had been stuck on the same dirt road for close to half an hour, there was no way in hell that the agents could be taking them anywhere else.

“Stay in your seats, all of you,” Brannings said, in that same icy tone. He reached for his firearm, snapping it out of his holster.

The toddler’s cries grew shrill against his mother’s chest.

Kelly half raised her hands, staring numbly out at the front window. A far away part of her mind realised she was beginning to internalise what she was experiencing, and a strange veil of calm settled within her, cushioning each new wave of fear that attempted to strike her down.

It was why she barely even reacted when a fierce rumble parted the clouds above the vague blur that was now National City, splitting them apart as though they had been solid matter.

“Lord have mercy,” Bonnie muttered from Kelly’s side. “It’s the aliens again.”

Even from this far out, the shape of the ship that had settled itself over the city was unmistakable. With concaved windows and an assortment of silver, pulsating tentacles twirling from a gaping hole in its underside, Kelly could have sworn the thing was designed to resemble a giant skull.

Reflexively, she sunk down in her chair, reaching to the floor where she’d stowed her backpack. She hadn’t taken much with her, but the moment Alex had called her, she hadn’t hesitated in packing James’ parting gift to her. The sturdiness of the shield’s folded metal was an immediate comfort and she sagged against it, clenching her fingers into its surface.

She wasn’t sure what good it would do. But, if they were about to be taken back into the fray, she knew she had to be ready.

Kelly closed her eyes.

_Promise me you’ll be okay._

Kelly’s own words flooded back to her, the pained and determined look in Alex’s eyes as she’d promised her over and over again. The tingle where Alex’s lips had brushed her cheek, her jaw, her forehead, now warmed with new vigour against Kelly’s skin. She gritted her teeth.

She’d be okay. Everyone on this _bus_ would be okay.

Maybe she wasn’t sure how, exactly, but that didn’t matter. No matter what, she’d make certain she kept these people safe.

* * *

On some level, Nia was distantly aware of what was happening around her.

She didn’t exactly remember the journey there, only that J’onn had helped her out of the basement cells, phasing them both directly to the smaller lab she and Lena had been working out of before…

Before…

Her head was throbbing, an unbridled ache that crept along the back of her skull, spiking sharply every time she so much as tugged at her hair.

If she stared ahead of herself for long enough, though, for just a moment, she could almost forget about it. If she just let her eyes unfocus, the few discarded vials on the workbench in front of her all melded into one long, invariant splodge of colour. She rested her chin against her hand, biting her nails into her bottom lip, just enough to feel something real, the sharp sting of flesh on flesh – anything outside of the horrible pulse pounding inside her head.

She knew bad things were happening, could hear Lena and Alex murmuring hurriedly to each other from across the room. She could catch movement every so often as Lena reached out her hand for a piece of equipment, only for Alex to hand it to her a second later.

 _God,_ she was dizzy.

“’ia?”

Nia blinked, jerking her head from her hand sudden enough for the world to spin. She clenched her eyes shut, breathing sharply through her teeth.

“Nia?”

The same voice again. This time, Nia recognised it as J’onn’s. She forced her eyes open, squinting as she slowly managed to refocus on the room. He was stood far closer than she’d realised; his hand hovered an inch from her shoulder, his brow creased with worry.

“I’m okay,” Nia said immediately, shrugging his hand away. “My head just… hurts. That’s all.”

“From how hard you hit it, you’re lucky you don’t have a concussion,” Alex said, although there was a mark of relief in her tone. She glanced up from her work. “How are you holding up?”

Nia bit the inside of her cheek. She wasn’t sure exactly what kind of a state she’d been in when J’onn had brought her up here, and although he’d mopped her face with some tissues he’d acquired from the bathroom whilst she’d been too numb to even try, she could still feel the sticky residue of old tears along her cheeks, pinching where they had dried to her skin. She figured she looked all kinds of a mess right now, but honestly, who _didn’t?_ They were all exhausted. They were all terrified.

But, they’d been prepared for this outcome, hadn’t they? This had been the plan. This was what Brainy had agreed to do for them.

And, she’d messed it up.

Nia’s lips pulled back into a bitter sneer. She should have known better, should have been _ready_ to see him like that. But, even now, the image of Brainiac’s face so close to hers was burned into her memory. Brainy’s skin had been so warped with black pulsating veins; empty eyes that should have carried no semblance of emotion, because it _wasn’t him._ Yet, Brainiac hadn’t been an empty shell; hadn’t been a blank and meaningless slate like she’d started to imagine. Instead, she’d seen so much in there - like staring into the vast doorway of a sick and poisoned mind. The way Brainiac had smiled, the gentle and yet unspeakably cruel tones in which he’d spoken. He wasn’t lacking emotion at all. He _overflowed_ with them.

Nia shuddered suddenly, gripping the workbench for support. “I’m sorry,” she said thickly. “I-I screwed up.”

“You did nothing of the sort,” J’onn said softly.

“J’onn’s right,” Alex said. “Seeing someone you love change like that… there _is_ no right way to react to it, and Nia, you didn’t deserve to go through that alone.” Her eyes narrowed resolutely. “But, we’re together now, and I’m willing to bet Brainiac will have a far harder time taking us all down.”

“Only if we can separate these cubes,” Lena muttered.

Nia glanced over to her. Lena was huddled over the four data cubes as though they presented a perplexing puzzle she was only now beginning to understand. Her eyes worked over every inch of them as she typed code without even seeing into the new laptop she’d set up by their side. There were wires plugged into every cube, joining them together, but as Nia started to process what she was truly seeing, something uneasy settled in the pit of her stomach. There was something wrong about those wires. They were thicker, somehow, more pronounced than what she’d expect from normal insulation. They sent a chill through her, much in the same way Brainiac’s probe had.

“Yeah, about that,” Alex said grimly, startling Nia back into the present. She watched as Alex gestured to Lena’s set-up, as though reading her own mind. “Are you sure _that’s_ a good idea?”

“What could go wrong?” Lena asked sardonically, straightening her back. “These wires were mutated into techno-organic matter from Brainiac’s own code, they’re perfectly capable of carrying the same song in reverse back to his cubes.” Her lips twitched. “I’d call it poetic justice.”

“Oh, yeah? I’d call it tempting fate.” Alex cringed. “If Brainiac is connected to those things, doesn’t this just make it that much easier for him to figure out what we’re doing?”

“I hate to say it, but I think we are far past the necessity for stealth,” J’onn said, folding his arms. “If Brainiac and Brainy are one, there is no telling what kind of power he now has at his disposal, what he is able to see and learn from the agents he has under his thrall.”

Nia’s fingers clenched together. She felt a swell of heat ball against her palm, so powerful it stung. She gritted her teeth.

J’onn glanced back towards her sympathetically.

“You may be right,” Lena said, tapping one of the cubes idly. “But… I have a plan for that. If it works, at least. I guess we’ll find out.”

“That’s reassuring,” Alex deadpanned.

“We need to do something,” Nia said quickly, forcing herself from her seat. “We can’t just sit here and-and…” She shook her head. “ _I_ can’t just sit here and do nothing. Not anymore. Not- not after what I already cost you all.”

“Nia, there’s nothing any of us would have done differently,” Alex said gently. “Even if we had subdued him, the cubes aren’t disconnected from Brainiac’s network yet.”

“Until his essence is unable to communicate to these hotspots he’s created, removing him will be impossible,” Lena agreed. She gave her work one final once-over before lifting her head, meeting Nia’s eyes steadily.

Out of everyone in the room, Nia found it easier to look at Lena. With J’onn, his understanding of her pain hit a little too close to home, and though she knew he meant well, his empathetic abilities only felt obtrusive – especially with the way his sympathy practically rolled out from him towards her. In kind, although Alex was trying her best, it was clear she had seen a side of Nia that even Nia was still coming to terms with processing. She’d felt shock before, she’d _been_ numb before, but to totally break down like that? Even when her mom had died, it hadn’t hit her like that. Like she couldn’t move, couldn’t talk, couldn’t _think._

Like she was drowning in open air, held tight by a telepathic thrall that had dispelled itself from her long ago.

But, Lena didn’t look at her like she was a broken toy, didn’t regard her in a way that suggested she felt pity or concern for her at all. No, Lena’s expression held strong, one of a knowing that went far deeper than words.

Lena believed in her strength, believed in her ability, and though J’onn and Alex may have known that too, Lena wasn’t ashamed to ignore the emotional side of the situation for now. She was a scientist, and she was looking at this with an unbiased eye.

Brainy had done that on occasion, too, although almost never intentionally. Now, without his inhibitors, he’d never quite managed to separate himself in the same way he’d been able to before, not unless a reboot forced his hand. 

Nia was almost surprised that the same wave of vertigo didn’t hit her the second she thought of Brainy again. Instead, she only felt something burning deep inside her gut, the certainty of what she would need to do. What was expected of her, sure, but also _exactly_ what she was capable of.

She was the only one who could save Brainy. Lena knew that. This whole room knew that. And, if that was the case, she had to start acting like it.

So, Nia lifted her chin, clenching her hands at her sides. “Okay,” she said evenly. “So, we can’t save Brainy ‘til those cubes are disconnected. How long will that take?”

Lena’s eyes flashed with esteem. She gestured down at her handiwork. “Well, the hard part is out of the way. I was able to reverse engineer the tracking device I made to locate the cubes in the first place. Now, instead of locating the signal, I can use the reworked tracker to emit its own wavelength to block it, effectively cutting them off from communicating with one another and, ultimately, Brainiac.” She quirked her brow. “It will take some time to fully initialise, about thirty minutes, but I’ve got it on a timer. The second the signal is ready to deploy, it’ll release from the laptop and shut them all down.” She toyed with her cufflinks, revealing the Luthor-issue watch on her wrist. “I suspect Brainiac will understand what is happening remarkably quickly, but I’m hopeful the surprise will at least give us some sort of leeway.”

“You think that guy is ever surprised?” Alex asked grimly.

“Yeah,” Nia said. “I think so.” When Alex glanced at her in surprise, she sighed. “Look, all this time, we’ve been seeing Brainiac as this… this _thing._ The ultimate evil, or whatever. But, Brainy was right about him. He’s a monster, definitely, but he’s not uncaring. There was this _look_ in his eyes when I saw him down there. He’s taking pride in what he’s doing. It’s twisted, but this is all science to him. I think… I think he finds it fascinating.”

“You got all that from a look?” Alex murmured.

When Nia only stared at her, Alex swallowed, glancing away. “Alright,” she said. “Some look.”

Nia nearly laughed, she couldn’t help it. She felt like she was coming down from the world’s worst caffeine high. The numbness and bright watercolours that had once surrounded her were shattering before her eyes, giving way to the sharp and confounding reality beyond it. Her chest was too tight, her head still heavy, but – hey – at least she felt awake again.

She clenched her hands, taking in a measured breath as she let her energy dance across her knuckles like a luminescent spring. “Kara’s been gone too long,” she decided. “We need to get back out there.”

“Whoa,” Alex said, at the same time Lena looked back up from her work. “Nia, right now, the cubes take priority.”

Nia’s mouth fell open. “Are you kidding me?” she asked. She felt energy spark dangerously from her fingertips, and didn’t miss the wary looks her friends shared as a result. Still, she raised her head, locking her jaw. “You didn’t see him,” she said. “What he’s _capable_ of. We can’t leave her out there alone, even if we can't stop Brainiac right now, she’ll need all the back-up she-”

But, before Nia could finish, the floor shifted beneath her, causing her to stumble right back into the workbench. She clenched her hands around its edges, gasping out as the impact sucked the air out from her lungs. She forced her head up just in time to see a large hunk of apparatus slide from a surface behind Lena and Alex, clattering loudly to the ground.

Lena, whose hands were busy holding the cubes to the counter, jerked her chin towards the fallen machinery. “ _Alex!_ ” she hissed.

“Crap! On it,” Alex said, hurrying over to the device, heaving it into her arms.

Nia couldn’t tear her eyes from it. She knew that thing, she couldn’t believe she’d _missed_ it. Had it really been sat there this whole time?

Because of course she recognised it. She’d seen it not half a year ago, back when one of J’onns foe’s had found their way to Earth.

_Midnight._

She’d escaped from the Phantom Zone – from _that_ device - and they’d sent her right back after reversing its settings.

Nia had heard stories from Kara about the Phantom Zone. Another dimension where time stood still – the perfect prison world.

A prison for _who?_

Nia felt sick.

It hadn’t been in the lab before, Nia was certain. So, why was it here now? And, more importantly, why were Alex and Lena looking at it like it was the answer to all of their problems?

“What the hell was that?” Alex asked, oblivious to Nia’s death glare. She looked to J’onn for clarification.

There was a vague shimmer of red behind J’onn’s eyes as he stared out towards the hallway. His expression tightened. “I… I believe we may have company,” he said, raising his hand. “I’ll check it out. All of you – remain here. Stay together. I’ll be back soon, and I _will_ find Kara.”

He gave Nia an affirming nod before phasing out of the room.

Alex fought with the weight of the projector, laying it across the workbench. Lena’s eyes scanned over it quickly before she nodded. “It’s not damaged,” she said. “Keep it there.”

“Why is it _here?_ ” Nia asked through her teeth, unable to keep the venom from her voice a second longer.

Alex looked confused for just a moment before realisation dawned on her. Her face drained of colour. “Oh, god, no, Nia, it’s not what you think.”

“Really?” Nia asked sceptically, clenching her hands. “Because this sure as hell _looks_ like some kind of contingency-"

“Brainiac’s technology is far too dangerous to remain on Earth,” Lena said practically, cutting decisively into the conversation. She splayed her hands out on the workbench, fixing Nia with a firm look as she continued: “If the wrong people could gain access to a superintelligence like Brainiac’s, one that resided inside a handheld core, that could be connected to _any_ computer on Earth, who knows what would happen? No, it is far better for _everyone’s_ interests that Brainiac is removed from this world. When he’s transferred to my synthetic core, he’s taking a one-way trip to the Phantom Zone.”

The red film in Nia’s eyes washed away in an instant. She blinked carefully, swallowing down the acidic bite in her throat. “Oh…”

Alex shook her head slowly. “Did you really think we would do that to Brainy?”

Nia’s mouth fell open. “ _No._ I mean, I- I don’t know. I didn’t _want_ to.”

But she had, hadn’t she?

Why had she _thought_ that?

Too much was going on inside her head, and with her headache pounding inside her skull, it wasn't like she had the focus to deal with it right now. She was tired and so, _so_ angry, but, that was no excuse to start distrusting everyone, not even the person in this room who might have deserved it more than others. Lena and Alex hadn’t been keeping this from her, Nia reasoned to herself, they would have told her. But, she’d been so _out of it_ since getting to the lab, when would anyone have even had the chance?

If she hadn’t let her guard down in the first place, she would have known all of this by now. If she _hadn’t_ let Brainiac get inside her head…

Nia’s throat hurt with how badly she wanted to say something, _anything,_ that could fill the awkward silence her accusation had left behind. Lena and Alex were both staring at her, but Alex didn’t look mad - just worried. If anything, Lena only looked resigned.

Somehow, that made her feel even worse.

“I’m sorry,” Nia murmured, hunching her shoulders. “Guess Brainiac hit me harder than I thought.”

At that, both Lena and Alex shared an uneasy look.

“Are you sure you’re okay?” Alex asked tentatively.

“Nope,” Nia said honestly. “But, when has that ever stopped any of us before?”

Alex didn’t look convinced by Nia’s grim sense of humour, but it wasn’t like she had much of a choice. After all, it was clear to everyone that that rumble that had torn through the room hadn’t come from within the building.

And, if it had come from outside, then there was really only one thing it could have been. 

“J’onn’s not back yet,” Nia said. “And I don’t know about you guys, but I don’t think that mini earthquake was anything good.”

“I’m sure we’ll have company soon,” Lena agreed. Her lips curled. “Which is inconvenient. I haven’t finished the synthetic core.”

“Not exactly something you can do on the move.” Alex sighed, reaching for her firearm. “Alright. Let’s hold the fort. There’s only one way into this lab. Unless Brainiac can phase through walls… Nia?”

Nia shook her head. Considering the state Brainiac had left his cell in, she was pretty certain while he was in Brainy’s body, he was as solid as a brick wall.

“Alright,” Alex said. “Do you wanna cover the door or the hall?”

Nia grinned. New energy was pumping through her chest, thrilling through her nerves as adrenaline coalesced with her dream energy, a buzzing constant inside her heart. It shot down her arms, tickling her wrists. She clenched her hands, letting it swell from her palm, down to the tips of every finger.

“Hallway,” she said. “I’ve got some unfinished business with Brainiac.”

* * *

For a long moment, Kara didn’t move. The ache from Brainiac’s electric appendage was receding the longer she remained beneath the sun’s rays, intermittent though they were with the large ship that now hung inauspiciously over the city. The skull’s eyes gave the impression that they were staring down over the various buildings beneath, the metal tentacles that writhed through its gaping maw twitching with interest at what lay below them.

But, as Kara continued to stare, a sense of dread thickening inside her throat, the ship did nothing further to allude to Brainiac’s plan. No tentacles seemed adventurous enough to explore below the ship’s jawline, instead curling into themselves like startled snakes any time one of them probed too close. Though the skull glowed with an unnatural light, it seemed rather devoid of activity. A great behemoth lying dormant, certain that its prey had nowhere left to run.

“Why isn’t it doing anything?” Kara asked.

J’onn had joined her some moments ago, equally as transfixed by the beast that now took forefront in the sky. He frowned in consideration. “Perhaps it is lying in wait.”

“Yeah, but for what?”

No sooner had the question left her mouth that Kara heard something in the distance. A low rumble, barely perceptible while she wasn’t focusing, but enough to know that whatever it was, it was coming from the north. She spun around, closing her eyes, capitalising on her heightened senses.

The rumble turned into something finer tuned. The squeal of tyres, the rough skirmish of dirt and rubble. And…

Kara’s heart felt like lead in her chest. Beneath the sound of a running engine, she was able to separate the sounds of a dozen or so people, their breath heaving, pulses accelerated.

And a child crying.

“Oh no,” Kara murmured, opening her eyes. “No, no, _no._ ”

“What is it?” J’onn asked in concern.

Kara barely heard him, her senses were far too entangled with the bus that was headed directly for National City.

 _No,_ because as she continued to listen, more engines made themselves known from the distance. There were more busses, more people, all heading back towards city boarders. _All_ DEO issued vehicles.

“No, that’s- that can’t be right,” Kara said quickly, panic pounding inside her chest. “Alex—she had her agents-”

Then, Kara’s eyes widened, and she swallowed down the last of her sentence. “Oh,” she muttered, teeth clenched tight. “The devices Alex was talking about. Brainiac must have-” She stopped herself again, closing her eyes. “ _Mind control._ Why did it have to be mind control?”

“He’s bringing them back to the city,” J’onn said, a horrified certainty in his voice.

“Like lambs to the slaughter,” Kara agreed darkly. She kept her eyes closed, her lips trembling into a humourless smile. “Of course, he’d bring them here. Why take the city if there aren’t any people in it to study?” She jerked her head away from the busses, trying desperately to blot out the noise. There were too many of them to stop all at once. Maybe if she had Dreamer with her, or even Alex’s pull over the DEO, but if Brainiac could see through these agents, if his control went that _deep,_ just one mistake could cause an entire bus-load of casualties. 

Kara glared back down at the DEO building, pursing her lips. Something told her that was exactly what Brainiac was banking on.

“He’s still down there,” she said. “We need to get back.”

Brainiac had stood there beneath that skylight, so certain of his own power, an imperious air that he had carried about him. He’d been waiting for his ship. That _whole_ time he’d spent toying with her, talking to her, goading her, he’d simply been biding his time. And she’d _let him._

It had never been about her, just like Kandor had never been about Krypton. After all, how many needless casualties had Brainiac caused to get to where he was today? How many worlds had he destroyed simply by chancing them a passing glance with one of his probes?

Kara sneered, drawing herself up to her full height as she floated above the DEO, focusing her x-ray vision on the building, seeking out that familiar silhouette. One that wore the same face as her friend.

That only made the burning in her gut that much more potent. He’d taken Brainy’s autonomy, taken Brainy’s _mind,_ twisted and mutated him until he was close to unrecognisable as one of her closest friends.

And, yes, there he was. Still standing in the same place. Provoking her with how open he had left himself.

Just as her eyes focused through the DEO’s structure, her x-ray vision ebbing enough to build him back to one solid mass, her stomach turned.

Brainiac was staring right at her, the code that fluttered in those seemingly nebulose eyes speeding to a dizzying pace the moment their gazes met.

Then, he grinned.

Before Kara could understand what was happening, a wall of green threw itself up in front of her, flaring out from the building itself.

She lost sight of Brainiac immediately, closing off her enhanced vision to pay closer attention to the DEO’s roof. Her heart lurched painfully as she forced herself to stop dead in the air, just in time for the green to intensify, pulsing outward from the building like a fine fog.

But, it wasn’t a gas. It was a piercing flash of irradiated light. One that burned the moment it touched her skin.

Kara reeled away from it, spiralling into the sky, pushing all of her strength into her super speed as she darted outside of its reach. She wasn’t quick enough, could _feel_ she hadn’t been quick enough just from the pain that sliced through the nerves in her arm and leg, corroding them with a familiar elemental burn.

Kara sucked in a breath, swallowing down the urge to cry out. Tears welled in her eyes as she settled a good distance away from the DEO, staring at it in bewildered silence as the green lightshow dimmed the moment she was outside of its influence.

“A Kryptonite shield,” she gritted, reaching for her arm instinctively, clutching at where she knew green veins were only now beginning to recede, itching beneath her skin.

J’onn reached her a moment later, flying cautiously over to the shield himself.

“J’onn-” Kara said in warning.

J’onn lifted his hand in affirmation. The shield didn’t react to his presence quite in the same way, but Kara could still make out the translucent shimmer of something not dissimilar to a dome encompassing the entire building as he crept closer towards it.

As J’onn’s hand met the dome, the air around his fingers glistened a vague reddish hue before vanishing to nothing. J’onn’s hand remained against it, as solid as the building beyond.

“I can’t phase through it,” he said after a moment, drawing his hand away.

Kara was reminded none-too-gently of the very same shield that had encircled Lena’s secret lab. “More of Lex’s toys,” she ground out, closing her eyes. After a moment’s deliberation, she opened them again, nodding firmly. “It’s okay,” she murmured. “Lena will shut down the cubes and-and Nia knows what to do. They’ll be able to figure this out without us.”

“Well then,” J’onn said slowly, turning away from the building. He stared meaningfully up at Brainiac’s ship. “Perhaps we should make ourselves useful elsewhere.”

Kara blinked, following his gaze. She smiled thoughtfully. “I mean, Brainiac can’t shrink the city if his ship is compromised, right?”

J’onn’s returning grin just about oozed mischief. “I think you may have read my mind.”

* * *

If anything, the waiting was the worst part.

Nia stood patiently by the lab door, arms folded across her chest. Alex was self-appointed look-out until something interesting happened, gun held downward, ready to shoot at a moment’s notice. Meanwhile, all Nia felt good for was just… standing there, watching Lena work from halfway across the room.

She’d said something about applying the finishing touches to the projector, which had definitely piqued Nia’s curiosity. After all, Nia had suspected that the synthetic projector was pretty much ready to go since she’d started testing with it. It certainly was sturdy enough, vastly accommodating to how much of her power she’d been able to expend.

But, Lena was definitely doing something to it. Nia cocked her head automatically, narrowing her eyes. She didn’t have the right angle, could only catch the impression of what Lena was doing by the fine movements of her arms. It wasn’t enough to visualise what she was up to, but Nia figured whatever it was, it had to be important.

The cubes still weren’t ready. Nia wasn’t sure how long they’d been stood there, but even though it already felt like forever, it probably hadn’t been more than ten minutes.

God, what she wouldn’t give for a watch right now. Or, better yet, Brainy’s internal clock - something she’d used to rely on almost constantly in the field.

She squeezed her eyes shut. It didn’t feel as sharp anymore, but thinking of Brainy still hurt, like a distant ache in her chest. Brainiac was in this building right now, steering around Brainy’s body as though it was his own, like he had a _right_ to it.

Twenty minutes. She only had to wait twenty minutes.

Then, she was bringing that asshole down.

The click of Alex’s gun caused Nia to jerk her head back in the direction of the hallway, scrambling a full one-eighty to get back in position. She clenched her hand against the doorframe, dream energy already coiling from her fingers. She met Alex’s eyes, the intensity of them as they flashed from the hallway to look at her.

Then, Alex nodded, lifting her gun.

Nia braced herself, sucking in a deep breath. Her vision was still prone to spiralling a little if she moved too fast, a distant yet persistent headache reminding her of her recent collision with the basement wall. Still, it had faded enough now that she could push it back. Instead, she focused on building her energy as she held her dominant hand close to her side, willing forth a bright spark of blue in the same practice Alex might have loaded her gun.

When Nia stepped out into the hall, she nearly gawked in surprise.

Of everyone she’d expected Brainiac to send their way, a petit woman in a lab coat with a shock of curly white-blonde hair had _not_ made her list.

And yet, there she was, a gun half raised in Nia’s direction. Nia blinked, lifting her hand out in warning.

Behind her, Alex hissed out a breath. “Chrissie,” she muttered.

“Is this really the cavalry?” Nia asked, raising a brow. She took a step back to centre herself, keeping her arm firmly pointed in Chrissie’s direction.

“More like recon,” Alex muttered. Then, her eyes widened, her fingers clenching her firearm a little tighter. “ _There’s_ your cavalry.”

Nia turned back just in time to see another agent round the corner. This one she recognised; Alex’s right-hand woman – or at least, that’s what Nia had always assumed. Agent Vasquez.

She was sporting a spectacular bruise along her forehead.

Actually, now Nia was looking, she realised Chrissie’s right eye was also beginning to swell. Her lips twitched. “Ran into these guys before, huh?”

“Unfortunately,” Alex said grimly. “I couldn’t reach through to them, Brainiac’s will over them is too powerful. The only way to stop them right now is-”

“Knockout?”

Alex’s lips thinned. “Let’s just keep this fight above the belt, alright?”

Nia glanced from Chrissie to Vasquez, the empty looks shared in their expressions. She clenched her hand instinctively as Vasquez’s arms snapped up, resting the barrel of her firearm directly at Alex.

“Is anyone gonna tell them that?” Nia asked quickly, at the same time throwing out her arm, forging her energy into a quick make-shift shield. Just in time, too, for the next moment she could feel the impact of Vasquez’s deadly round absorb into her dream energy.

Ahead of her, Chrissie stepped into line, using her body as a human shield against Vasquez, aiming her firearm at Nia. Nia cringed, realising belatedly that she couldn’t extend her forcefield to cover the both of them from this angle. She didn’t have that kind of flexibility with her power yet, not for energy displacement. Which meant, the only other thing to do was…

“I’m _really_ sorry about this,” Nia said, feeling the swell of fresh energy in her free hand as she threw it forward. The shot of dream energy was electric against Chrissie’s chest, throwing her rather unceremoniously onto the floor. Nia quickly aimed another blast of energy at the gun that had fallen from her hand, forcing it to skid a fair distance down the hall, far out of Chrissie’s reach.

She gritted her teeth as her shield took another hit. Alex had slunk out from behind the doorway and was now using her forcefield as cover, shooting around it at Vasquez. Vasquez was certainly a more practiced hand than Chrissie, which meant that even as a mindless zombie, she was hitting home on nearly every shot. If Alex hadn’t been behind Nia’s shield, she would have definitely been down by now.

“They won’t stop,” Alex told her, just loud enough to be heard over the rounds going off between them. “Nia, we need to go for the knockout, _now._ ”

Nia’s chest fluttered with adrenaline as she stared the two agents down. She felt another shot against her shield and clenched her jaw, pushing further into her stance. Still, she focused on the build of her dream energy, allowing it to gather in her other hand, singing her fingertips with its potency. She yelled out, hurling it in a condensed spiral in Chrissie’s direction.

If Chrissie had a chance to get up before, the next swell of blue that circled her ensured she wouldn’t be waking for a while yet.

The moment Chrissie was out of the equation, Nia diverted her attention to Vasquez, eyes darting over every inch of her.

Okay, so Vasquez was faster, better trained in the field. But, she was also pretty much a puppet right now, with absolutely no free will. Even if muscle memory somehow carried through Brainiac’s devices, it was clear that little else did. Nia considered her options quickly, chest tight, more than aware that she was on a timer every second a new pulse of near-fatal projectiles impacted her shield.

It was times like these the fierce ache for Brainy grew more poignant. If he’d been there, he could have cooked up a plan in seconds. They would have matched up their stances, falling into step with one another. Just like they always did.

But, she didn’t have her partner right now.

Although… although maybe that wasn’t totally true.

Nia looked over at Alex, staring at her gun with newfound interest. She hadn’t worked with Alex much in the field before, but she knew enough to have a pretty good read on her skillset. And, if there was one thing Nia knew for certain, it was that Alex was formidable with her gun.

“Do you have a shot on her leg?” she asked impulsively, already throwing her focus into her free hand, the thickness of energy building in her palm, forging itself into one of her favourite weapons.

Alex started at that, although she quickly righted herself, changing her angle to meet Nia’s request. “Yes,” she said. “But why-?”

“When I say now,” Nia interrupted, jerking her hand back as the curls of her lasso began to actualise behind her. Then, she stepped forward, throwing her arm out. “ _Now!_ ”

Alex didn’t hesitate. Her shot rang out at Vasquez in the next second, meeting her directly in the shin. Even with the ghostly glimmer of green lighting up the side of Vasquez’s jaw, the languid look in her eyes, it was hard not to cringe at the crunch of her knee as it met the ground at a very unhealthy angle. Still, that didn’t deter Nia from her own mission.

As she’d expected, Vasquez hadn’t let go of the gun even when her balance had failed her. However, she didn’t have much of a choice when Nia’s lasso wrapped firmly around her wrist, squeezing tight enough to burn flesh, before jerking it back towards her.

Reflexively, Vasquez’s fingers unlocked, and the gun came clattering to the ground at her feet.

Vasquez was quick to realise what had happened and, not allowing her lack of balance to deter her, she darted forward, scrambling to relocate her firearm.

Which was when her entire body froze as a pulse of non-fatal energy met at her centre. Nia’s mouth fell open, looking over to Alex, her gun poised directly at her right-hand’s chest, a fresh round still hot from the barrel.

For just a moment, the field in Vasquez’s eyes lifted and Nia could have sworn she looked surprised. Then, they flickered, a flash of white catching against the wash of the warning lights still heralding from the ceiling, before she crumpled to the ground.

Nia heaved out a breath, dropping her shield. She staggered slightly, reaching awkwardly for the wall. As she fought to equilibrate her energy, she felt the steady thrum of her headache return behind her eyes. She blinked quickly, forcing herself upright.

“That should keep them down for a while,” Alex said, her chest heaving with adrenaline. “Lena and I haven’t seen any other agents since this started, but that doesn’t mean there won’t-”

Alex didn’t finish. Instead, a sound echoed over her words, an odd clacking, like spindly needles knocking against a metal surface in quick succession. Automatically, Nia looked skyward, far too aware of the panels along the ceiling, the lights that still strobed downward, imbuing the hallway with an ominous red.

Shadows flickered along the ceiling’s surface, elongating with every quick flash of light, every shrill wail of the ever-softening alarm.

Had it been softening this whole time?

Nia tried to remember. She’d been so focused on the fight that the blaring alarm had become nothing but background noise, she’d barely paid attention to it at all. But, it was definitely quieter now, like an obnoxiously loud toy that’s batteries were finally beginning to die.

But the alarm system wasn’t battery powered. So, if it was losing power, then…

Nia’s stomach twisted. She couldn’t help it. The warmth stripped from her immediately, leaving a block of ice lodged deep inside her heart. She shuddered, feeling her hands clench instinctively, the buzz of her energy washed from her fingers, coalescing somewhere in her centre.

Nia hadn’t known what that clicking sound was. Not until the shadows flickering on the edge of the wall began to mould into a new shape, darkening as a form slithered out from around the corner.

A form that flashed silver.

Nia held her ground, watching as the _thing_ began to probe the hallway quizzically. It was one of Brainiac’s protrusions, a long and thin metallic arm - cylindrical in shape, inlaid with rings much like an old tree, in various shades of grey. There were small clamps on the end of the arm, the same clamps that had sucked the electric defences right out of the basement cell’s walls. They sparked with something now, and Nia could have sworn it was that same electricity, swelling inside, ready to be re-distributed at a moment’s notice.

“What the _hell,_ ” Alex hissed, taking a step back. She raised her gun unsurely, aiming for it.

“No, Alex,” Nia said quickly. “That’s-”

She needn’t have said another word, because as the metal extension made itself comfortable along the wall, its possessor turned around the corner.

Nia heard Alex’s sharp inhale by her side, just in time for Brainiac to appear in her field of vision.

He was clothed differently than he had been in the cell. Nia had no doubt he’d toyed with Brainy’s image inducer, because he now wore a warped variant of Brainy’s new suit. Where before the fibres had mostly been purple, they were now stripped of their vibrant tones. Instead, the suit was a leaden grey, devoid of colour aside from the two projectors on his chest - Brainy’s at the centre of his stomach, and Director Dox’s on his left, a few inches shy of his heart. The space where the other Querl’s projector should have been looked so dark in comparison, a shadow sat aside two glowing purple cores.

As Nia glanced up, she realised that it wasn’t only Brainiac’s clothes that were different. His skin seemed even paler than before, the ugly black veins pulsating along his cheeks that much plumper, like they were growing fat on his lifeforce, streaking down into the stiff collar of his suit. She could no longer see the pockets of flesh where the branches of living metal had appeared from, and could only watch in silent horror as his extra appendage began to slink back from whence it came, disappearing into his sleeve with a jarringly metallic _clink._

Brainy had told her his body was built to house a Brainiac, that it’d hold firm even with his ancestor festering deep inside. But then, why did he look so sick? His eyes were bruised beneath the black emptiness of his sockets, and Nia was sure she could see a fine sheen of sweat along his brow where Brainiac had made sure to slick back any loose strands of blond hair.

But even with every red flag glaringly obvious in front of her, Brainiac still held himself strong, back straight, a gentle upturn to his lips. He joined his hands together, lowering his head, illimitably dark eyes reviewing the two fallen soldiers at his feet.

His smirk strengthened. “I see you have been **_busy_** ,” he said.

Nia shuddered. His voice sounded even worse than before, hardly like Brainy’s at all. It was warped and disjointed, hinging almost entirely on a variety of robotic undertones that seemed to dip harshly at the end of every sentence.

“You,” Alex murmured. Her voice was weak and, as Nia finally turned towards her, she could see the paleness of her face, the uncomprehensive shock in her eyes.

Nia wondered numbly if that’s how she must’ve looked when she first saw him. Maybe she had.

Well, minus the gun, at least.

Alex kept her firearm pointed at Brainiac, blinking quickly, drawing one foot back as though to right herself. 

Playfully, Brainiac unlinked his fingers, raising his hands. “Are you going to **_shoot_** this vessel, Alex? Would you needlessly sustain further damage to one you would call **_family_**?”

Something hot and intense lit up in Alex’s eyes. Her hands shook, her lips peeling back into a barely restrained grimace. Then, her eyes narrowed. “You bet your ass I am.”

Nia flinched as Alex’s firearm went off. The shot wasn’t fatal, Nia knew that, but the power it carried was enough to knock nearly anyone off their feet. She expected a great many things to happen, one of which being for Brainiac to recoil from the shot, or at the very least for him to react at all.

Instead, he remained exactly as he had been. As still and unmoving as a cement wall.

He made a show of brushing off his suit, sighing softly. “Oh **_Alex_** , I’m disappointed,” he said, his voice dripping with fake woe. “I had expected more from you. Especially from the **_memories_** I have acquired.”

“You bastard,” Alex sneered.

The moment Nia saw Alex change the setting to something more potent on her firearm, something hot surged in her throat. She felt a crackle between her fingers, a spate of energy that all too suddenly expelled itself from her chest, leaking through her fingers. She forced out her arm, knowing she wouldn’t be able to control this vitriolic power just by how it burned inside of her, twisting with white hot rage.

And, just as she imagined, it shot out of her much in the same way as it had in the training room. Not a singular beam of energy, but rather a cage, thin sparks of white-hot Naltorian power crackling through the air like a lightning storm, surrounding Brainiac in an instant.

Brainiac was fast, whirling away from the energy in a practiced stance. Still, Nia felt with a morbid sense of achievement that at least a few of the veins of energy had met their mark, enough that before Brainiac could complete his spin, he was sent tumbling awkwardly into the wall. Although it hadn’t appeared to damage him in any visible way, she was able to catch the vaguest twist of annoyance on his lips, pulling them tight behind his teeth.

She still had so much to spare. Her chest was heaving with the potency of this new-found energy, one she had been building all day, _ready_ to face him. She stared at Brainy’s light cores, _aching_ to reach out to them in the way they had planned.

But, Lena still needed time.

That realisation nearly caused Nia to stutter, and she clenched her hand, unsure of her next move.

Maybe Brainiac would have used that moment against her, but he was still staggered against the wall. Instead, he heaved himself up, locks of blond hair falling about his eyes.

Nia stared at him, stomach clenched, a single breath stuck tight in her chest. She watched as Brainiac turned to her, ignoring Alex and her gun entirely.

For a moment, he didn’t do a thing. His expression was blank, and Nia wished, _wished_ she could get a read on what he was thinking, the way Brainy’s thoughts had sometimes been so clear in his eyes.

But this wasn’t Brainy. And Brainiac was giving nothing away.

Then, something more than just code flashed through his gaze. He smiled, tipping his head.

Nia wasn’t sure what had happened, exactly, only that suddenly, nothing felt right. A fog clouded her thoughts, causing her focus to slip, before the ache that had been persistently clinched at the back of her skull suddenly intensified into an explosion of agony.

Nia’s eyes widened as she cried out, clutching at her head, digging her fingers into her hair.

Her legs buckled, but before she could fall, something metallic and awful slunk itself around her waist, holding her upright.

Nia barely had a chance to understand what was happening. She gasped out as the pain reached a crescendo so violent, she could barely see. It felt like there was a vice around her skull, pressing tighter and tighter, threatening to crush her. A barely restrained scream escaped her lips as she was jerked forward, stumbling over her own feet as she tried desperately to open her eyes. 

“ _Nia!_ ”

Alex’s voice sounded so distant in her head, and she thought she heard the sound of her firearm disengage once more before the pain drowned out everything else. It hurt. It hurt _so much._ It shouldn’t be this excruciating. Why wasn’t she unconscious? Why couldn’t she _be_ unconscious?

Nia reached out blindly, grabbing desperately for the wall. But, instead of plaster, her fingers met something warm up ahead of her. Barely a shape beneath her hand, but that didn’t _matter._ She bit her fingers in hard, pressing her face against it, feeling the heat of it flood through her head.

And, almost in response, the pain lifted, finally laxing its hold around Nia’s brain. She sucked in a harsh breath, shivering through the aftershocks of sharp agony still rolling through her skull.

It was only when her head began to clear that she realised where she was stood, exactly _what_ she was pressed up against. The warmth she’d clawed to so desperately not seconds ago suddenly shifted against her face with a heavy, foreboding sigh.

Ice washed through Nia’s blood.

She didn’t want to look up. Didn’t _want_ to open her eyes.

The metal appendage around her waist squeezed her, almost as though to entice her to do just that.

Nia blinked her eyes open, gritting her teeth as she tried to jerk away. She gasped when she felt a hand on her back, holding her tightly in place.

The drab material of Brainiac’s suit felt coarse against her fingers, and she could feel his heart– _Brainy’s_ heart – beating steadily against her palm, as though he’d expended no energy in the fight at all.

Brainiac’s hands slid effortlessly to her shoulders, but they felt nothing like Brainy’s touch. Nothing _close._ Brainiac’s grip on her was firm, precise, and before she had a moment to even _try_ to think past the noise, he’d pushed her away from him, spinning her around to face Alex. Nia cried out as he applied pressure against her neck, pinching a nerve that sent pain lightning-rodding down the centre of her back. She crumpled beyond her control, falling down to one knee. Nia ignored the pain that flared through her leg, baring her teeth as it dulled to a more manageable throb.

It was only when she felt a tug around her abdomen that she realised Brainiac’s metal arm had followed her to the ground. Maybe because it didn’t feel like how she’d imagined. For starters, despite its robotic appearance, it was warm, almost malleable against her. The way its plated structure shifted as it moved felt jarringly organic, like the segmented body of a worm trying to burrow into the dirt.

She felt sick, and with pain still shock waving through her skull, she could barely move her head, let alone figure out a way to escape. Remembering the electric sparks that had issued from Brainiac’s appendage added to by the alarming heat that rolled off of it made her wary to even try. And so, she stayed exactly where she was, jaw rigid, fingers clenched, quelling the urge to fight back.

Instead, she looked up at Alex.

Oh _god,_ Alex. Her eyes were so wide and uncertain, her gun held out steadily, pointed just above Nia’s head where she knew Brainiac’s torso would be.

But, they both knew it was worthless to try.

As though he had read their minds, Nia heard Brainiac shift behind her. In the next instant, Alex’s firearm was sharply expelled from her fingers by an invisible force, hitting the wall with such power that the barrel malformed on impact. Alex lifted her hands instinctively, nearly choking on her own breath. 

“You realise I could have done that from the **_start,_** ” Brainiac pointed out. “As I said before, Alex. I am rather disappointed with your display.” Nia felt his metal arm tighten around her waist, pressing uncomfortably into her stomach. She bit her lip hard to keep from making any sound. “Now, step aside.”

Alex stared at Nia abjectly. She could tell how much this hurt Alex’s pride, to follow orders from Brainiac, to allow him passage through the door they were trying so hard to protect.

But, there was nothing they could do. Not right then. Not without hurting Brainy.

When Alex lowered her gun, Nia felt Brainiac’s hand on her once again. At the same time, his appendage tugged insistently at her centre, forcing her back onto unsteady legs. She could feel Brainiac’s breath on her neck as he sidled himself next to her, fingers digging uncomfortably into the top of her spine.

“That wasn’t so hard, **_was it_**?” he whispered, tucking a lock of hair behind her ear.

The low pitch of his voice was enough to make Nia shudder. Still, she moved forward on his insistence, but not before she caught Alex’s eyes.

She tried her hardest to pass on her intentions in that look, and when Alex lowered her chin in a nearly imperceptible nod, she hoped she’d been successful.

For now, all they could do was bide their time. Until Lena’s work was finished, allowing Brainiac to continue his plan was the only way forward.

* * *

Lena knew something was wrong the moment she heard Nia scream.

She didn’t have time, didn’t have _time_ to think about the implications behind that noise. She only hastened her pace, working diligently to apply the final touches to her life projector.

She ignored the hammering of her own heart as she stood back, evaluating her finished piece. An impenetrable fortress, that’s what she’d envisioned, and looking at it now, although empty of an occupant for the moment, Lena had to hope she had achieved her goal.

If her theory was correct, Brainiac would find it _incredibly_ difficult to escape her prison. It should buy them more than enough time to find him a more permanent home in the Phantom Zone.

There would only be one way to find out for sure, of course. Trials were over, soon it would be time for practical application.

Lena was certain she could hear a scuffle from outside, raised voices and energy bullets being discharged. She ignored it all. With one final once-over of the projector, she slipped it into the waistband of her suit trousers, fitting it snugly by her hip. It was by no means the most discreet hiding spot, but the core was too large to fit in a pocket without detection, and at the very least her linen shirt and padded jacket could be used for ample cover.

Once Lena was certain the core was out of sight, she rushed back to her laptop set-up, fervently checking the code calculating her signal. It was still on schedule, which was good. All she needed to do now was…

Lena eyed the four cubes on the workbench. Brainy had been able to access their perception filters remotely, which she assumed came hand in hand with being a physiological match to the very object he was persuading. Lena may not have had any techno-organic attributes, but she had become attuned enough to these cubes over the last day to understand how they ticked. After re-working the very essence of their code, hijacking their little parlour trick through the wires tying them together was almost too easy.

She worked in that added command with bated breath. She could hear more voices outside, knew she only had seconds before it was too late.

Not a moment too soon, the cubes heeded her demands. Lena gritted her teeth as her gaze was firmly averted from the cubes’ direction, enough that she felt an uncomfortable pang in the back of her head as a result of trying to look back. She closed her eyes, quickly stepping away from the workbench, patting herself down.

She heard Brainiac before she saw him. A hollow clink of metal as the plates that shifted around Nia’s body tightened, causing her to gasp aloud as she stumbled through the doorway.

Lena’s heart clenched instinctively, though she tried to keep a practiced calm. Many-a run-in with her brother in his more… unhinged states of mind had given her a certain level of experience in matters such as these. She supposed there was no precedent for a world-stealing super intelligence, exactly, but it was enough to allow her to take control of her fears, forcing them to the furthest corner of her mind.

Her fingers curled against her palms and she lifted her chin, meeting Brainiac’s gaze levelly.

She had imagined that the impression of Brainiac would certainly overlap onto Brainy’s features, but nothing could have prepared her for seeing it in person. Those cold, soulless eyes that flickered with a dazzling sequence of numbers, the veins that seemed to be eating Brainy’s green flesh alive.

It was Brainiac, though. Of _course_ it was Brainiac. But, seeing him pilot Brainy’s body like that was damn-near impossible to stomach.

In an attempt to keep her revulsion at bay, Lena felt her mind begin to drift, thinking back to the scans of Brainy’s internal mechanisms she still had somewhere on her desk. She could remember every inch of those diagrams, _every_ detail. Perhaps it was morbid fascination, but a part of her wondered just how much Brainy had changed internally to support this foreign AI consciousness. One of Brainy’s own blood, of course, but it was obvious that he and Brainiac were vastly different in biological make-up. Even looking at the husk of Brainy’s body now made that abundantly clear. Brainiac was more machine than Brainy had _ever_ been.

Past-tense, _why_ was she using the past tense?

Something horribly cold washed through Lena’s blood and she pursed her lips, resisting the urge to bare her teeth. No. The bastard would love that, wouldn’t he? To see her break, to see her _upset_ for her friend.

How much did Brainiac know? How much of the betrayals she had experienced first-hand carried through this psychic link he no doubt held within the original occupant of the shell he paraded himself about in?

How much could he use against her?

Then, the metal arm around Nia’s body moved again, and Lena realised with a sick twist in her stomach that it was linked directly with Brainiac. Not just at his beck and call, but housed within him, like some sort of symbiote.

Still, Lena held her ground.

Brainiac’s glossy eyes regarded her for a long moment. “Desist immediately,” he said, an unexpected air of charm lowering the pitch of his voice, “or the daughter of Naltor’s life will be… **_eliminated._** ”

“Will it?” Lena asked impulsively, not daring to lose Brainiac’s gaze. Even with her chest clenched tight and the first inclinations of fear beginning to pound through her blood, Lena couldn’t help but question just how real of a threat that was.

After all, Brainy was still in there. Despite the visual data telling her anything but, Lena refused to believe it. She had to trust in what Brainy had told her, had to trust in the _facts._ A part of him was still there, it had to be, otherwise everything they had worked towards would have meant nothing at all.

 _No._ Brainiac may have taken over Brainy’s body, pushed his consciousness far away, deep into the recesses of his central core, but he was still in there somewhere. And that part of him would _never_ allow harm to come to Nia Nal.

But, where was that part of him now? Because the person Lena saw in front of her in that moment was most certainly not the someone she had once called one of her best friends. 

_Family,_ even.

That was not the case now, of course. The person in front of her was a stranger wearing a familiar mask, nothing more. A wolf in sheep’s clothing.

The metal arm clinched further over Nia’s diaphragm and she nearly buckled; her lips were pale, nearly drained of blood.

“Fine,” Lena said quickly, throwing her arms out to her sides with far more bravado than she felt she had any right to. “You caught us.” Her lips soured as she tried to meet Brainiac’s eye once again. “Hiding from you.”

It wasn’t exactly a lie, and perhaps if Brainiac could hear the thundering of her own heart, he would have construed it as a reasonable reaction to fear. Lena had had her fair share of experiences dealing with this brand of monster, someone who fed off of the terror that they instilled in their victims. Perhaps relying on that easy distraction was asking for too much.

Or, maybe not. Maybe it was working, after all. Brainiac didn’t question her reaction, certainly didn’t respond to what she’d said. Instead, he looked past her, his gaze flickering across the workbench at her back.

Lena did all she could to remain impassive. The core against her hip suddenly felt that much colder, leaching the heat from her flesh. She had to hope the cubes had done their job. Had to _pray_ that even Brainiac had limitations when it came to perception filters of his own making.

Then, Brainiac’s eyes moved back to her. They were solid, the impression of numbers passing by so quickly, they seemed to blend into an endless, barely perceptible line. Lena couldn’t help but feel captivated by that stare. They spoke so much; a multitude of languages being spoken over each other in an endlessly varied sequence of numbers.

_How does one define infinity?_

Lena nearly smiled. It had been one of Lex’s pet peeves when they had been children. The _concept_ of infinity neatly packed into one numerical sequence - such as _pi._ Practical application in mathematics aside, the very notion humans thought they had the right to minimise such a concept had been the basis of many of their theological conversations, ones that had kept them up far past their respective bedtimes.

And yet, that concept lived inside Brainiac’s head. He was party to that series of numbers, _infinity,_ as a constant. Every word in every language to ever be written, spoken, _sung,_ all existing in the space between his eyes.

Was that how every Coluan saw the universe, she wondered, or was it reserved only for those with a twelfth-level intellect?

How dull of a species he must have considered them if that were the case.

And yet, here he was, walking amongst them, willing to bottle them.

But the reason for that was obvious, wasn’t it? Lena bit the inside of her cheek. Perhaps Brainiac and Lex had more similarities than even Brainy had been willing to admit to.

Then, Brainiac smirked. The gentle smile of a predator abundantly aware of his place on the food chain. 

“That I have,” he agreed. With it, the metal arm unfurled from Nia’s chest, enough that she was able to gulp down a painful lungful of air. Colour blotted back into her cheeks as she slumped forward, relying solely on Brainiac’s appendage to keep her from falling over.

Lena ached to run to her, to hold her up, support her in any way she could from the monster that had taken Brainy hostage, but she couldn’t. This was a game to Brainiac, perhaps even a test of intellect if such an examination was even on the table.

Regardless, Lena knew passing would be fundamental to their survival.

And so, she stayed put, silently relieved that Nia’s eyes had begun to clear and, with it, a white hot rage had taken residency there.

Lena wasn’t sure what Brainiac saw in her then, wasn’t even sure if she’d done anything to gain his interest at all. She watched as the pulsating metal around Nia clenched yet again, not enough to cause pain, but just enough to keep her upright. The slats of the metal opened out to allow for better flexibility, although it was difficult to ignore the fact that the rhythm that they moved gave the unsettling nature that the thing was breathing. 

Brainiac paid her reaction no mind. He lifted out his hand, curling a green finger towards her. “Come with me,” he said. “ ** _Now._** ”

That, Lena decided, made no room for argument. She wasn’t sure what Brainiac’s plans were for them all, though she knew the end result in his mind’s eye would involve them all tucked neatly inside a bottle on a trophy shelf somewhere high in the sky.

As Lena joined Nia’s side, reaching out to brush her fingers gently against her arm, she surreptitiously felt for the core still nestled beneath her jacket with her free hand.

This was most certainly a game, she rationalised - just not the one Brainiac thought they were playing.

Soon, he would discover that for himself.

* * *

“Is it just me, or was that too easy?” Kara asked as she and J’onn phased through the barriers of Brainiac’s ship.

No shield, no kryptonite, _nothing_ to keep either a Green Martian or Kryptonian outside of Brainiac’s vessel. It didn’t sit right with Kara. And, as she glanced over to J’onn, she could tell he felt similarly.

“Brainy did say that his ancestor was arrogant,” J’onn mused, scrutinising the shadows around them. “Perhaps, Brainiac didn’t consider us coming here a threat.” His eyes widened suddenly. “Or… perhaps this place is not unguarded.”

Kara jerked her head in the direction J’onn was looking. The ship was dark, soft purple light issued out from small panels intermittent along the ceiling, but that was by no means enough to see clearly. If Brainiac had the same implants as Brainy, he wouldn’t require the same level of light as someone with purely organic eyesight. Honestly, Kara could have really gone for a night vision enhancement right about now.

Still, she pursed her lips, squinting curiously into the dark, trying to discern what had caught J’onn’s attention so suddenly.

Then, she froze.

Something had moved. Something had _definitely_ moved. As her eyes began to relax, she saw it clearer, shifting slowly through the shadows. Something large and cylindrical, slinking across the floor. Kara tracked its movements, waiting for the purple light to wash over it.

When it did, her stomach clenched.

“Is that…?” she asked weakly.

“I believe so,” J’onn said.

Kara swallowed. She knew its shape the moment it presented itself outside of the shadows. The same snake-like structure that had shot from Brainiac’s own arm back at the DEO, that had set her nerves on fire with volts of electricity. She could still taste the bite of it in the back of her mouth, the way it itched at her teeth. She clenched her jaw without thinking, taking a tentative step forward.

This thing was larger than the one that lived inside Brainiac. It moved sluggishly, akin to that of an incredibly large python. Kara shuddered. She was starting to understand Brainy’s aversion to all things snake.

Kara watched the metal continue to slither forth. It seemed to latch itself to the wall as it touched bases with it, changing trajectory, travelling up along its surface.

“Kara,” J’onn said, his voice thick with both apprehension and fascination. “Look.”

Kara almost didn’t want to. She knew she had to, though and so, eventually, she built the courage to turn her head.

She swallowed back the urge to scream.

The floor was moving. Actually _moving._ Where before there had only been one, now it was like the entirety of the ship’s floor was covered in those metal tentacle… _things._ They squirmed over one another, the plates of their bodies seemed to throb outward, reminding her loosely of a common earthworm. And, just like earthworms, they’d been alerted to the surface. Just, not by water.

But… by them. 

“ _This_ is Brainiac’s security system?” Kara asked meekly.

“Tread carefully,” J’onn murmured. “I don’t think they perceive us as a threat.”

Kara blinked. Considering the things hadn’t shot towards her like Brainiac’s arm, she had reason to agree with that theory. She looked up at the snake still hanging out on the ceiling, the techno organic clamps it had instead of teeth, four of them perfectly equidistant from one another. They moved as the creature moved, clinking together as the clamps rotated, as though it was watching her.

Kara supressed the urge to shiver. She lowered her head, following close to J’onn’s side.

He was right. As they moved, the worm like masses beneath their feet would squirm away from them, making enough room to allow their passage. Still, Kara could feel the slink of the metal against her legs. They weren’t cold and hard as she had imagined, but instead had a nearly spongy texture to them. They were warm. _Alive._

Kara kept her eyes forward, ignoring the way they seemed to probe at her boots. Instead, she focused on the dust particles swirling through the air, watching as they glinted against the sun’s rays as they glared in from the two large windows at the front of the ship. Kara knew they were the same windows that stared outward in the form of cavernous eye sockets, glaring down over the city, waiting for it to fill up with civilians.

Her hands clenched at the thought. No matter how disgusting the inside of this ship was, she had to remember where she was. This ship was responsible for the loss of hundreds if not thousands of cities and planets; it was eons more advanced than anything on Earth, even Kryptonian technology stood no chance against it.

Somewhere on board was the shrinking technology that had stolen Kandor.

That thought caused a flutter in Kara’s chest. Had Brainiac been telling her the truth back in the DEO? Was Kandor really here?

She kept her eyes everywhere, shifting from corner to corner as she followed J’onn towards the ship’s face.

Kara had been on enough space crafts in her time to know that no matter the design, no matter the species, they all conformed to certain architectural patterns. For example, the captain’s chair would always sit front and centre of the ship, holding the best view to the outside world. Perfect for navigation.

There was definitely a captain’s chair. Although, Kara hardly felt the term fit in this circumstance. The ‘chair’ seemed to be made of the same materials as the rest of the ship, built straight into the floor with large pipes that reminded her of an organ acting as the backpiece. The seat was moulded into a slight incline on the control deck, acting more as a ledge than a singular piece of furniture. 

It was the most uncomfortable looking chair Kara had ever seen.

There was a navigation panel a few feet away from it. Not quite within human reaching distance, though the more Kara looked about the ship, the more she realised that it was in no way designed in mind for someone with humanoid limitations. Brainiac’s added appendages, as well as his ability to connect to networks, would likely allow him to drive this ship from anywhere.

Even from the city.

The worm-like creatures continued to track their movements, benevolent entities staring up at them from the ground, content to coalesce around each other, their pulsating bodies reminding her more and more of the veins that had been so apparent on Brainy’s face.

J’onn had continued his exploration through the ship, but Kara was more interested in the control room. Of any place on a ship, this had the most connection to its owner. If Brainiac was the sole navigator, then his essence was tied to this place. Just like how Brainy had navigated the Legion ship.

Something sharp tore into her chest at the thought, making it difficult to breath. Kara bit the inside of her cheek, trying hard to think of something else.

Not that this place made it easy. Everything here was connected to Brainiac, and so in much the same way, it was also connected to Brainy, whether Kara wanted to think it or not. This ship came from Colu, was bound to the Brainiac clan, and every nook and cranny reminded her of what it had taken from her.

She averted her attention to the navigation panel. The Legion ship had responded to a variety of different controls, a lot of them holographic projections that only the chief pilot had access to. Brainy had been able to control the ship through his implants, and considering the minimalist set-up on the panel in front of her, Kara was pretty sure the same went for Brainiac.

She couldn’t see any buttons or dials, or any means of steering at all. The panel was a flat, steel-like surface. Curious, Kara lifted her hand towards it, only to flinch when the surface rippled like water, surging to life like a non-Newtonian fluid, clawing to her fingers in silvered strings.

The liquid pearled along every digit of her hand. Kara stared at it, wide-eyed. It didn’t feel wet or even particularly sticky. If anything, she wasn’t sure she could feel it at all. Experimenting with it, Kara moved her fingers, watching as the strange fluid moved along with her. It almost looked like mercury, but with a more durable structure.

Was this stuff techno-organic too?

Before Kara could consider it any further, the liquid rippled yet again, flaring out like a pufferfish that’s defences had just been activated, solidifying into sharp protrusions. It lasted only a second before the liquid fell limp, disengaging from her hands. It pooled back across the surface, re-hardening in an instant to its previous lustrous sheen.

It was only then that Kara was struck with the sudden impression that she was no longer alone.

She spun from the control panel, scanning the rest of the room for any indication of movement.

“J’onn?” she whispered instinctively.

No answer.

Kara swallowed hastily. There was no one else on the ship. _Okay,_ there were techno organic snake things everywhere, but they were just more extensions of Brainiac…

Something inside Kara’s chest suddenly grew very cold and she shuddered, clenching her hand around the edge of the control panel’s surface. The snakes were Brainiac… every single one of them was connected to him, so why hadn’t they attacked? Why hadn’t they reacted to Kara and J’onn’s presence at all?

The sensation of being watched was growing more and more insistent, but it wasn’t coming from Brainiac’s army of worms. It was something else. Like the whole _room_ was caving in on her.

Kara felt her heart pick up and she forced out a stuttered breath through her teeth. _No,_ the walls weren’t closing in on her. This wasn’t the elevator… this room was massive, there was no _way_ she was having a panic attack right now.

But something was _watching her._

Kara closed her eyes, allowing her other instincts to take over. She honed her focus on her super hearing. She could hear the click and clatter of the metal worms on the ground, the jittery sounds of their bodies writhing across one another, slinking along the walls… the hinge-like motions of the clamps they wore like jaws as they eased open and shut.

And something else. A low hum, maybe? Like a pulse, beating its way through the ship.

When Kara opened her eyes, she knew exactly where to go.

It wasn’t on the captain’s chair, wasn’t watching out through the large and indifferent gaze of the ship’s windows. No, it was in the shadows. Lurking much like the worms.

And, as she moved closer, Kara thought she felt them tense, a soft hiss issuing through the slats they had instead of mouths.

But, they didn’t stop her. So, she kept going. Kept going until she was staring at a panel on the wall just left of the ships’ main navigation deck. Unassuming from a distance, hidden in relative shadow. Although, every now and again, a purple light on the panel opposite would flicker, and a profile was illuminated in the dark.

It was like a malformation of the wall itself, as though the whole panel had been pushed out in the shape of something horribly familiar.

“The core of the ship?” Kara asked to herself, half in awe.

She could hear the pulse beat harder now, almost like a heart.

But, it wasn’t a heart.

It was a face.

It was almost comical. It _had_ to be, otherwise the terror eating its way through her chest would take over. A narrow nose protruded from the wall, a dark green face, pursed lips and eyes that were softly closed, flitting around behind their lids. Half of his bald head was visible, the rest was entirely absorbed into the wall, no indication to where his flesh ended and the metal panels began. Still, it was enough for Kara to spy the external implants embedded into his skull.

“Brainiac,” Kara whispered.

* * *

Nia tried not to wince every time Brainiac’s fingers dug into her shoulder, pushing her forward whenever she slowed to a speed not to his liking. The metal arm around her waist continued to pulse against her, a rhythm far too fast to be a normal heartbeat whirring away inside of it. It felt wrong, as though it were both living and inanimate at the same time.

 _Techno organic,_ she kept reminding herself. This stuff was essentially composed of the same material that Brainy was made from. He was flesh and blood, but he was also more than that. Partially synthetic with an AI core that stored his baser self. Like an extension to his own brain. Like a soul.

In those ways, she supposed that maybe Coluans weren’t so different from humans, after all. In the end, he was still made of a matter that wasn’t totally organic. Sometimes, it was far too easy to forget that.

Not now, though. Not with Brainiac’s grip so tight against her, the stiff pinch of his fingers so foreign he may as well have been made from steel.

He felt colder than Brainy, numbing a good portion of her neck from his touch alone. If she was being honest with herself, that was what terrified her the most.

How far removed was Brainy, really? How did any of them know for sure? She knew the conversion would have changed him physically, but had any of them really been prepared to consider this? Had Brainy?

The metal plating clinched to her suit brought her back to the present. Nia gritted her teeth, eyeing her friends warily.

Alex and Lena were being marched down the hall on either side of her, a step shy of Brainiac, held hostage simply by the implication Brainiac’s hold on Nia’s waist signified. Lena hadn’t put up much of a fuss when she’d been forced from her lab, and considering Brainiac hadn’t appeared to notice her project on the workbench where Nia knew it _should_ have been, she thought she could figure out why. She hoped she was following Lena’s plan correctly, but even if she wasn’t, she was certain the timer Lena had set was still ongoing. If the cubes were still in that lab, then it wouldn’t be long before Brainiac’s defences were dismantled for good.

And so, Nia hadn’t even needed to convey the mantra she and Alex were already reciting to themselves, Lena was already way ahead of the game. They just needed to buy their time for a little longer. 

Alex still looked so pale. Nia hated it, and what’s more, she _hated_ that she couldn’t say anything to reassure her. What the hell was there even _to_ say? Alex had seen how Nia had reacted when Brainiac had first taken control, and although Alex had seen a side of her that made Nia feel all _kinds_ of exposed, maybe it was exactly what they had both needed. How else could Alex have prepared herself for witnessing the full gravity of Brainy’s conversion first-hand?

Nia knew that it wasn’t just her grappling with this, but she also knew that Brainiac hadn’t accounted for one thing. That seeing him in Brainy’s body had incited something deep within them all. The determination to fight, to bring back Brainy from the subjugation Brainiac had imposed on him no matter what.

With one last shove from her impassive captor, Nia stumbled out from the hallway, finding herself back in the main hub.

She hadn’t been paying attention to the direction they’d been headed, although it didn’t exactly surprise her that this was where Brainiac had chosen to take them.

The room smelt of singed wiring, and as Nia looked about the room, she realised that several of the screens on the far wall had been damaged, sliced into with something hot enough to melt both glass and plastic alike.

Kara had been here and, judging by the smoke still wafting from the screens, it hadn’t been that long ago.

Wherever Kara was now, Nia had to trust that she was okay. J’onn had promised to find her, and he definitely wasn't here right now, either.

They were together. They _had_ to be.

Nia shifted her focus to the computers that were still operational. From the strange flashing of the screens on the far side of the room, she knew Brainiac had already converted this place to his own requirements. The language that scrolled across the computers wasn’t English, or any Earth-spoken language she recognised. In fact, the blockish nature of it, followed by delicate curves and curls of certain letters interspersed with numerical figures… Nia realised that she’d seen it before.

Brainy had always spoken it aloud far more than he’d used it to write with, but the language printed across those screens was unmistakably Coluan.

Nia frowned. There was something different about it, though. It wasn’t _just_ Coluan. Or at least, a singular form of Coluan.

Because of the hivemind Coluans shared, Nia had learned that dialects across the board were pretty similar, if not identical. But, Brainy had once explained to her that although the spoken language was pretty invariant, there _were_ different styles of the written word. On Earth, Brainy had told her such a phenomenon was known as _digraphia._

Although Coluans considered themselves equal within the Big Brain, hierarchies still existed. Clans of a higher rank that ruled and governed over the rest of the species. In the few times Brainy had spoken of his home planet, _that_ was one thing he’d only broached with distaste.

Nia was by no means an expert in sociolinguistics, but she _was_ a quick study with words – it was one of the reasons journalism came so naturally to her. With a boyfriend who was fluent in more languages than there existed on Earth, it would have been impossible not to pick up a thing or two along the way.

Which was why she _knew_ this wasn’t just the normal variant of Coluan that was used by the species as a whole. Something dangerously close to laughter bubbled inside her chest. She should have known he would have picked the one reserved for specially appointed officials – Coluans who shared an above-average intellect even where their species was concerned.

“That’s Higher Coluan,” Nia murmured, almost to herself.

Brainiac had travelled half-way across the room before she’d managed to say anything. She hadn’t even realised he was listening until he turned his head, black eyes glistening like oil. “A good eye,” he commended. He reached out his hand, spreading his fingers. In turn, the symbols on the screen picked up their pace. “Although, I modified the language to fit **_my_** specifications.”

Lena laughed drily at Nia’s side. Nia had to admit, she could have really used some of that fearlessness Lena was parading right about now. She watched warily from the corner of her eye as Lena raised her chin. “So, you created your own language,” Lena said coolly. “Why am I not surprised?”

Brainiac didn’t respond to her. He stood unmoving at the centre of the room; his metal extension had unfurled from Nia’s waist the further he had travelled through the hub until it had disengaged from her body entirely, instead slivering back up Brainiac’s sleeve, disappearing beneath the modified material.

“Your Querl told you much of Colu, then?” Brainiac asked of Nia, ignoring Lena’s input. He half turned his head in her direction, one blond brow raised in question. “Did he tell you of the great dishonour our **_kind_** inflicted upon us by stripping the Brainiac clan of our status? Of revoking our **_right_** to communicate in the manner of which they had imparted on us?” When Nia didn’t so much as flinch, his eyes widened. “Ah, he **_did._** And you absorb every detail he regales. A **_journalistic_** attribute, no doubt.”

Nia shuddered at the way Brainiac’s tone dropped in pitch so suddenly, gritting her teeth.

Brainiac smiled, crossing the room back towards her. When he was within reaching distance, he lifted his hand, trailing his cold fingers along the side of her face. Nia closed her eyes instinctively, locking herself into place. Despite the energy beating away in her palms, eager for an outlet, she knew it wasn’t time yet. She had to wait, had to be patient. Had to—

“So **_promising,_** ” Brainiac murmured, his voice maintaining that same low purr, the words practically rolling from his tongue. His black eyes flickered down to her hands, though he didn’t seem interested in the dull glow of her energy encompassing every digit. Instead, he seemed to be inspecting her costume. The gloves that curbed her powers’ more unpredictable nature. 

“Your abilities are far more prominent than others of your kind,” Brainiac noted. His fingers tightened against her jaw as he tipped Nia’s face to meet his eyes, causing a sharp pain to lance behind her ears. “Had they all been like you, I may have given your planet more than just a passing **_glance_**.”

Nia’s hands clenched automatically. “This _is_ my planet,” she gritted.

Brainiac’s eyes danced with humour. “Oh. Oh, _yes._ Half human, on your father’s side, correct? Hometown of Parthas.” This close, Nia could see the rapid-fire motions of the code scanning frenzied in his sockets, the way it worked in tandem with the sudden knowledge he was able to dredge up about her life. Nia fought the urge to recoil. Brainaic was reading through Brainy’s memories of her, sifting through the details as though his personal thoughts were nothing more than an article in a magazine. “A sister,” Brainiac continued suddenly. “Of whom you no longer speak to. And a mother. Ah.” His smile was colourless. “My **_condolences._** ”

Desperately, Nia wanted to hit him. She wanted to claw that _stupid_ smile off his face, burn it with a charge of dream energy so bright he’d have to pick the charred remains of it up off the floor. But, she couldn’t. She couldn’t bear to do anything that would damage Brainy’s body in the long term. And even if she _could…_ her muscles ached with how much tension she was holding within her, and yet she had no idea how to let it go. She couldn’t move. All she could do was stand there and fight against the tears threatening to spill down her face.

Her silence only encouraged Brainiac to continue. He removed his hand from her chin slowly, as though to make a show of it. Then, he tilted his head, pursing his lips. “If you wish to mark yourself as human, Nia, then of course, I will bottle you alongside the rest of this **_pitiful_** planet. Indeed, the Kryptonian had similar **_wishes._** ” He blinked suddenly, a crease forming along Brainy’s nose as he frowned. Nia swallowed down the burn of salt in her throat. “Although…” Brainiac murmured thoughtfully, lifting his hand again. Nia watched mutely as he tucked a curl of her hair behind her ear, the cold brush of his fingertips as they explored her skin. “Querl loved you, did he not? Perhaps he would prefer you in a bottle all of your own.”

Nia felt nauseous. “Leave me to rot for all I care,” she managed lowly, “but don’t you _dare_ confuse Brainy’s feelings for your own.”

Brainiac’s lips quirked as he pulled his hand away. “You are right. Your **_Brainy_** and I are vastly different. For example, I am alive and he… he is **_not_**.”

Rage like nuclear heat surged in Nia’s chest and before she could think better of it, she spat at him.

She heard Alex inhale sharply.

Brainiac laughed, an echoed drone that seemed to fill the room. He wiped at his face, tipping his head forward.

With his gaze lowered like that, the way his lashes obscured the horrible black sheen of his eyes, for just a moment, the smile on his face could have been Brainy’s.

Nia hated him. She hated him _so much._

Then, Brainiac raised his head again and the insidious nature of his expression returned. He lifted his hand out in front of her, his palm upturned. Nia felt a strain in her neck where his telepathic power was holding her still, keeping her from averting her gaze. She was made to watch as a small device appeared in his palm, supplied from one of the godawful growths festering inside his flesh. He rolled it between his fingers playfully before offering it out to her, holding it just out of reach beneath her nose.

“Do you know what this is?” he asked gently.

By the look on Alex’s face that Nia could only barely catch from her periphery and the fact Lena’s had drained of colour, Nia figured she could make an educated guess. 

Still, it wasn’t until it flashed green on Brainiac’s hand, igniting the vibrancy of his own emerald skin, that she knew what it was for sure. The same devices that had been fitted to the agents they had fought out in the hall. Brainiac’s own sick form of mind control.

“You know,” Brainiac said, not giving her the chance to answer, “I had considered allowing your autonomy. After all, one must care for an individual very deeply to give them **_this_** _._ ”

Before Nia could understand what Brainiac was referring to, her dominant arm was suddenly jerked unceremoniously in front of her. She screamed through her teeth as every muscle tightened in protest to the telekinetic pressure seizing every nerve in her arm, holding it still as Brainiac came forward once more, reaching for her hand and the sizeable piece of jewellery that it boasted.

Nia’s heart sank.

She was such an _idiot._ Brainiac hadn’t been studying her gloves, why the hell would he have cared? It was the Legion ring. It had _always_ been the Legion ring. She hadn’t thought to hide it. Hadn’t even thought to _use_ it. She bit her own tongue, ignoring the pain tugging at her nerves as Brainiac circled her hand with his own before plucking the ring from her finger, squeezing it in his fist.

He lifted it in front of his face, scrutinising every inch of it as though he were authenticating a painting. “ _Nth_ metal,” he mused, smiling fondly. “I am sure you know what makes it so special.” He raised a hand above himself as though to demonstrate. “Flight, of course, but also… **_psychic_** intervention.” He glanced back to her, black eyes meeting brown. “We can’t have that now, can we?”

Before Nia could say a word, Brainiac had thrown the ring across the room. She heard it clatter in a far corner, the gentle _ping_ of metal on metal as it settled somewhere way outside of her reach.

Something strangled made its way out of Nia’s throat, but she quickly swallowed it down, pressing her lips firmly together.

She didn’t need to be an empath to feel the budding rage radiating from Alex. Lena remained a neutral entity at her side, although Nia was certain she could feel her eyes on her, watching patiently.

It didn’t matter. There was nothing they could do.

Energy stormed through her chest and stomach as Brainiac grinned, the black veins tightening against his skin, wet and glossy under the light, as though they might tug his eyes right out where they pumped towards his sockets. She sucked in a breath, jerking and spasming against his hold as Brainiac lifted the mind control device towards her. She could see the sinewy barbs as they began to protrude from around its edges, twitching towards her.

“Now,” Brainiac said smoothly. “Where **_were we?_** ”

Nia closed her eyes, feeling as Brainiac’s psychic hold strengthened around her body, pulling her limbs against her sides. She couldn’t move, and without anywhere to go, her dream energy only intensified inside of her, burning to be set free, to _fight back._

Then, Brainiac let her go.

It was so immediate that Nia nearly collapsed the moment she was free from his persuasion. She held her arms out in front of her, forcing herself to remain upright. When she was certain she wouldn’t collapse, she opened her eyes, just in time to see Brainiac stiffen, his arm falling limp as he backed away from her. The look on his face was tinged with unease, the pallor of his green skin suddenly that much more apparent. He barely made it a step from her before he suddenly crumpled in on himself, crying out in what looked like pain.

A coldness spread through Nia’s blood.

That hadn’t been Brainiac’s voice. His cry had been high in pitch, wavered and terrified - and it belonged entirely to Brainy.

With her limbs her own again, Nia stumbled forward, her heart thundering in her head as she tried to understand what was happening. She reached her hand out uncertainly, hoping against hope that when Brainiac opened his eyes, it would be Brainy’s that stared back at her.

Brainiac’s breathing was still laboured, his arms shaking, hands clenching in front of him.

Nia held her breath, not daring to say it, to speak his name anywhere outside of her own head.

She thought she heard Alex gasp a warning to her, but she ignored it. She took another step forward, unsure what to do.

Then, whatever had caused such an adverse reaction appeared to lift. The pain clenched deep within Brainiac released itself and, with it, he raised his head.

His eyes were as black as tar.

Nia gasped out, jerking backwards, feeling Alex’s hand around her, holding her steady before she tripped over herself. She barely reacted to it, could only watch numbly as Brainiac’s lips split into a grotesque grin and he began to laugh once more.

There was no more waver, no weakness in his defences that might pertain to Brainy’s presence within him. Instead, Brainiac only looked stronger for what had happened – _whatever_ it was. The static in his eyes was alive with such vibrancy that it sent a cold dread straight to Nia’s core.

“Oh,” Brainiac breathed, biting his lip, “the Kryptonian was far **_brighter_** than I had anticipated. **_Glorius._** ”

Whatever his plans had been for Nia seemed to be secondary in comparison to what he had just experienced. Brainiac spun away from them all, instead making steady strides towards the hubs’ central controls. He found his way to Brainy’s old desk, raising his hand over the keyboard. Ahead of him, the many screens on the wall flickered and, with it, the Coluan script was replaced with some sort of satellite imaging system.

Nia recognised the towers in the images as some of National City’s largest buildings. But, what dominated them all by comparison was the large silverish mound that took front and centre. An intimidating block of colour, iridescent even on a pixelated image.

Nia’s heart dropped into her stomach.

 _God._ Was that… was that Brainiac’s ship?

It was _huge._

Brainiac bit his hand into the desk, gritting his teeth. “Oh, dear Kara,” he told the open air. “Did you really think it would be that **_easy?_** ”


End file.
